What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-12 compared with 2024-05-13 · 480 added, 455 removed, 422 unchanged (69% of the section changed)

1 unchanged sentence

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

subsidiary of PAVmed Inc.)

CONSOLIDATED BALANCE SHEETS

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

March 31, 2024

December 31, 2023

expenses, deposits, and other current assets

current assets

Accounts receivable

Prepaid expenses, deposits, and other current assets

Total current assets

Fixed assets, net

Operating lease right-of-use assets

Intangible assets, net

Liabilities, Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior Secured Convertible Note - at fair value

lease right-of-use assets

Preferred Stock and Stockholders’ Equity (Deficit)

expenses and other current liabilities

lease liabilities, current portion

Secured Convertible Note - at fair value

- MSA Fee and operating expenses

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Commitments and contingencies

Stockholders’ Equity:

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

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;

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 (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

current liabilities

lease liabilities, less current portion

and contingencies

Stockholders’

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

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding

55,919 at June 30, 2024 and Series A and Series A-1 Convertible Preferred Stock, shares issued and outstanding 18,625 at December

stock, $ 0.001 par value, 300,000,000 shares authorized;

49,344,945 and 42,329,864 shares issued and outstanding as of June 30, 2024

and December 31, 2023, respectively

paid-in capital

Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended

and marketing

and administrative

of acquired intangible assets

and development

operating expenses

Cost of revenue

Sales and marketing

General and administrative

Amortization of acquired intangible assets

Research and development

Total operating expenses

Operating loss

Other income (expense):

Interest income

Interest expense

Change in fair value - Senior Secured Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Note

Other income (expense), net

Loss before provision for income tax

Provision for income taxes

Net loss attributable to Lucid Diagnostics Inc.

income (expense):

in fair value - Senior Secured Convertible Note

on issue and offering costs - Senior Secured Convertible Note

extinguishments loss - Senior Secured Convertible Note

income (expense), net

before provision for income tax

for income taxes

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.

loss attributable to Lucid Diagnostics Inc.

common stockholders

Net loss per share attributable to Lucid Diagnostics Inc.

loss per share attributable to Lucid Diagnostics Inc.

common stockholders - basic and diluted

Weighted average common shares outstanding, basic and diluted

average common shares outstanding, basic and diluted

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2024 and 2023

the THREE AND SIX MONTHS ENDED June 30, 2024

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

Preferred Stock

Additional Paid-In

Balance as of December 31, 2023

Paid-In Capital

as of March 31, 2024

$ ( 168,849 )

Exercise - stock options - Lucid Diagnostics Inc.

compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

compensation - PAVmed Inc.

2014 Equity Plan

Stock-based compensation - PAVmed Inc.

- Senior Secured Convertible Note

- Series B-1 Preferred Stock

common stock - vendor service agreement

as of June 30, 2024

$ ( 179,854 )

Paid-In Capital

as of December 31, 2023

$ ( 150,741 )

- stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Issuance - Series A-1 Preferred Stock

Exchange - Series A and Series A-1 Preferred Stock

Issuance - Series B Preferred Stock

Issuance - Due To:

compensation - Lucid Diagnostics Inc.

2018 Equity Plan

compensation - PAVmed Inc.

2014 Equity Plan

- restricted stock awards

- Senior Secured Convertible Note

- Employee Stock Purchase Plan

- Series A-1 Preferred Stock

- Series A and Series A-1 Preferred Stock

- Series B and Series B-1 Preferred Stock

Settlement in Common Stock

Balance as of March 31, 2024

common stock - vendor service agreement

as of June 30, 2024

$ ( 179,854 )

Preferred Stock

Additional Paid-In

Balance as of December 31, 2022

Stock-based compensation - Lucid Diagnostics Inc.

DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2023

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

Paid-In Capital

as of March 31, 2023

$ ( 114,322 )

compensation - Lucid Diagnostics Inc.

compensation - PAVmed Inc.

common stock - vendor service agreement

as of June 30, 2023

$ ( 125,703 )

Paid-In Capital

as of December 31, 2022

compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

compensation - PAVmed Inc.

2014 Equity Plan

Vest - restricted stock awards

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

Balance as of March 31, 2023

- restricted stock awards

common stock - APA-RDx - Termination payment

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

- Employee Stock Purchase Plan

- Series A Preferred Stock

common stock - vendor service agreement

as of June 30, 2023

$ ( 125,703 )

2 unchanged sentences

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three Months Ended March 31,

Cash flows from operating activities

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

Depreciation and amortization expense

Stock-based compensation - Lucid Diagnostics Inc.

Months Ended June 30,

flows from operating activities

to reconcile net loss to net cash used in operating activities

and amortization expense

compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

compensation - PAVmed Inc.

2014 Equity Plan

Change in fair value - Senior Secured Convertible Note

Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

in fair value - Senior Secured Convertible Note

on issue - Senior Secured Convertible Note

extinguishment loss - Senior Secured Convertible Note

Issue common stock - termination payment

Issue common stock - vendor service agreement

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Accounts payable

Accrued expenses and other current liabilities

of common stock payment for vendor service agreement

in operating assets and liabilities:

expenses and other current assets

expenses and other current liabilities

- operating expenses, employee related costs, MSA Fee

Net cash flows used in operating activities

Cash flows from investing activities

Purchase of equipment

Net cash flows used in investing activities

Cash flows from financing activities

Proceeds – issue of preferred stock

Proceeds – issue of Senior Convertible Note

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

Proceeds – exercise of stock options

Proceeds – issue common stock – Employee Stock Purchase Plan

Net cash flows provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

cash flows used in operating activities

flows from investing activities

cash flows used in investing activities

flows from financing activities

– issue of preferred stock

– issue of Senior Convertible Note

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

– exercise of stock options

– issue common stock – Employee Stock Purchase Plan

cash flows provided by financing activities

increase (decrease) in cash

beginning of period

end of period

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

majority-owned subsidiary of PAVmed Inc.)

subsidiary of PAVmed Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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adenocarcinoma (“EAC”).

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

Lucid is a 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 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.

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

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conducting clinical trials.

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.

The Company generated $ 1.0 million and $ 2.0 million of revenues for the three and six month periods ended

June 30, 2024, respectively, however the Company does not expect to generate positive cash flows from operating activities in the near

Company incurred a net loss attributable to Lucid Diagnostics Inc common stockholders of approximately $ 29.1 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,

flows used in operating activities of approximately $ 24.1 million for the six month period ended June 30, 2024.

As of June 30, 2024,

the Company had working capital of approximately $ 12.0 million, with such working capital inclusive of the Senior Secured Convertible

Note classified as a current liability of approximately $ 11.2 million and approximately $ 24.9 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.

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

9 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

The Company is a majority-owned consolidated

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

The Company manages its

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

The Company is a consolidated subsidiary

of PAVmed, which has financial control of the Company.

The Company manages its operations as a single operating segment for the purposes

of assessing performance and making operating decisions.

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

5 unchanged sentences

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

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.

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

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

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 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

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.

The Company bases its estimates on historical experience and on various other

assumptions believed to be reasonable.

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

may be affected by changes in these estimates.

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

11 unchanged sentences

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

3 — Summary of Significant Accounting Policies - continued

key aspects considered by the Company include the following:

40 unchanged sentences

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

3 — Summary of Significant Accounting Policies - continued

Value Option (“FVO”) Election

8 unchanged sentences

Alternatively,

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).

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, including the component related to accrued interest, 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;

and Note 10, Debt, for a discussion of the

March 2023 Senior Convertible Note.

and Note 10, Debt , for a discussion

of the March 2023 Senior Convertible Note.

3 — Summary of Significant Accounting Policies - continued

Reclassifications

8 unchanged sentences

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.

The amendments in ASU 2023-09 provide

for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

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

Early adoption is permitted.

Company does not expect the standard to have a significant impact on its unaudited condensed 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.

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.

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 unaudited condensed consolidated financial statements.

October 2023, the FASB issued ASU No.

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4 — Revenue from Contracts with Customers

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.

the three and six month periods ended June 30, 2024, the Company recognized revenue of $ 976 and $ 1,977 , 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 and

six month periods ended June 30, 2023 was $ 159 and $ 605 , respectively, 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 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.

the three and six month periods ended June 30, 2024, the cost of revenue was $ 1,614 and $ 3,269 , respectively, primarily related to costs

for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and six month periods ended

June 30, 2023 was $ 1,549 and $ 2,887 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

5 — Related Party Transactions

aggregate Due To:

for the periods indicated is summarized as follows:

for the period 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.

Employee-Related

- December 31, 2023

Behalf Of (OBO) activities

payments to PAVmed Inc.

to PAVmed Inc.

settled in LUCD stock

Balance - March 31, 2024

- June 30, 2024

- Management Services Agreement

7 unchanged sentences

January 1, 2024.

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

$ 750 per month.

During the six months ended June 30, 2023, MSA fees were $ 750 per month.

to June 30, 2024, in August 2024, the respective companies’ boards of directors approved the Company to enter into a ninth amendment

Under this amendment, the monthly fee due from the Company to PAVmed was increased from $ 833 to $ 1,050 , effective July 1,

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

1 unchanged sentence

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

of MSA Fee Expense Classification in Statements of Operations

Three Months Ended

Sales & Marketing

General & Administrative

Research & Development

Total MSA Fee

Schedule of MSA Fee Expense Classification in Statements of Operations

& Administrative

& Development

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

5 unchanged sentences

Schedule of Prepaid Expenses and Other Current Assets

March 31, 2024

December 31, 2023

Advanced payments to service providers and suppliers

Prepaid insurance

Total prepaid expenses, deposits and other current assets

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

payments to service providers and suppliers

prepaid expenses, deposits and other current assets

the six months ended June 30, 2024, the Company entered into additional lease agreements that have commenced and are classified as operating

leases, including in June 2024, the Company exercised a renewal option to extend the lease term on its central laboratory in California

for an additional three years, through December 31, 2027.

The aggregate (undiscounted) rent payments are approximately $ 2.6 million over

the extended lease term.

Company’s future lease payments as of June 30, 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

Schedule of Future Lease Payments of Operating Lease Liabilities

(remainder of year)

Total lease payments

lease payments

imputed interest

Present value of lease liabilities

7 — Leases - continued

value of lease liabilities

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

of Cash Flow Supplemental Information

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Non-cash investing and financing activities

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

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

Weighted-average discount rate - operating leases

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,

Schedule of Cash Flow Supplemental Information

Months Ended June 30,

paid for amounts included in the measurement of lease liabilities

cash flows from operating leases

investing and financing activities

assets obtained in exchange for new operating lease liabilities

Weighted-average

remaining lease term - operating leases (in years)

Weighted-average

discount rate - operating leases

of June 30, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 3,037 and $ 1,307 , respectively,

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

As of March 31, 2024

As of June 30, 2024

and December 31, 2023, the Company had outstanding operating lease obligations of $ 3,038 and $ 1,305 , respectively, of which $ 884 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.

$ 1,106 , respectively, are reported in operating lease liabilities, current portion and $ 2,154 and $ 199 , 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.

8 — Intangible Assets, net

1 unchanged sentence

Schedule of Intangible Assets

Estimated Useful Life

March 31, 2024

December 31, 2023

Defensive technology

Laboratory licenses and certifications and laboratory information management software

Total Intangible assets

Less Accumulated Amortization

Intangible Assets, net

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:

licenses and certifications and laboratory information management software

Intangible assets

Accumulated Amortization

expense of the intangible assets discussed above was $ 105 and $ 505 for the three month periods ended June 30, 2024 and 2023, respectively,

and $ 477 and $ 1,010 for the six month periods ended June 30, 2024 and 2023, respectively, and is included in amortization of acquired

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

As of June 30, 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

4 unchanged sentences

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

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

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

March 31, 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 three months ended March 31, 2024.

Value Measurement on a Recurring Basis at Reporting Date Using 1

2023 Senior Convertible Note

There were no transfers between the respective Levels during

the six months ended June 30, 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 31, 2024 and December 31, 2023 were computed using

There were no transfers between the respective Levels during the six months ended June 30, 2024.

9 — Financial Instruments Fair Value Measurements - continued

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

1 unchanged sentence

Schedule of Fair Value Assumption Used

March 2023 Senior Convertible Note:

March 31, 2024

March 2023 Senior Convertible Note:

2023 Senior Convertible Note:

June 30, 2024

2023 Senior Convertible Note:

December 31, 2023

Face value principal payable

Required rate of return

Conversion Price

Value of common stock

Expected term (years)

Risk free rate

Dividend yield

value principal payable

rate of return

of common stock

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

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

of Outstanding Debt

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Face Value Principal Outstanding

March 2023 Senior Convertible Note

March 21, 2025

Balance as of March 31, 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

Summary of Outstanding Debt

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2023

as of June 30, 2024

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2023 Senior Convertible Note

as of December 31, 2023

10 — Debt - continued

changes in the fair value of debt during the three and six month periods ended June 30, 2024 is as follows:

Schedule of Changes in Fair Value of Debt

2023 Senior Convertible Note

Income (expense)

Value - March 31, 2024

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, 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

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at June 30, 2024

Income (Expense) - Change in fair value – three months ended June 30, 2024

2023 Senior Convertible Note

Income (expense)

Value - December 31, 2023

repayments – common stock

Non-installment

payments – common stock

in fair value

Value at June 30, 2024

Income (Expense) - Change in fair value – six months ended June 30, 2024

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

2023 Senior Convertible Note

Income (expense)

Value - March 31, 2023

in fair value

Value at June 30, 2023

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

2023 Senior Convertible Note

Income (expense)

Value - December 31, 2022

Fair Value - Beginning Balance

Face value principal – issue date

Fair value adjustment – issue date

Fair Value at March 31, 2023

value principal – issue date

value adjustment – issue date

in fair value

Value at June 30, 2023

Fair Value - Ending Balance

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

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

10 — Debt - continued

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.

3 unchanged sentences

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.

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

and six months ended June 30, 2023, respectively.

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

the Financial Tests.

As of June 30, 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

3 unchanged sentences

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 $ 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).

the three and six month periods ended June 30, 2024, approximately $ 1,125

and $ 1,208 ,

respectively, of principal repayments along with approximately $ 215

respectively, of interest expense thereon, were settled through the issuance of 2,117,883

and 2,661,181

shares, respectively, of common stock of the

Company, with such shares having a fair value of approximately $ 1,854

and $ 2,541 ,

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

The conversions resulted in debt extinguishment losses of $ 512

in the three and six month periods ended June

30, 2024, respectively.

Subsequent to June 30, 2024, as of August 8, 2024, approximately $ 375

of principal repayments along with approximately

of interest expense thereon, were settled through

the issuance of 747,909

shares of common stock of the Company, with such

shares having a fair value of approximately $ 619

(with such fair value measured as the respective

conversion date quoted closing price of the common stock of the Company).

11 — Stock-Based Compensation

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

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

with 768,595 shares available for grant as of June 30, 2024.

The share reservation is not diminished by a total of 523,300 stock options

and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2024.

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

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)

Intrinsic Value (2)

Outstanding stock options at December 31, 2023

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.

of Stock Options

Average Exercise Price

Contractual Term (Years)

stock options at December 31, 2023

stock options at June 30, 2024 (3)

and exercisable stock options at June 30, 2024

Stock options granted under the Lucid Diagnostics 2018 Equity

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

contractual term from date-of-grant.

The intrinsic value is computed as the difference between the

quoted price of the Lucid Diagnostics common stock on each of June 30, 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.

The outstanding stock options presented in the table above

are inclusive of 523,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of June 30, 2024 and December 31, 2023.

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 Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2023

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.

of Restricted Stock Awards

Average Grant Date Fair Value

restricted stock awards as of December 31, 2023

restricted stock awards as of June 30, 2024

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.

11 — Stock-Based Compensation - continued

2014 Equity Plan

1 unchanged sentence

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

11 — Stock-Based Compensation - continued

Compensation Expense

2 unchanged sentences

of Stock-Based Compensation Expense

Three Months Ended

Lucid Diagnostics 2018 Equity Plan – cost of revenue

Lucid Diagnostics 2018 Equity Plan – sales and marketing

Lucid Diagnostics 2018 Equity Plan - general and administrative

Lucid Diagnostics 2018 Equity Plan - research and development

PAVmed 2014 Equity Plan - cost of revenue

PAVmed 2014 Equity Plan - sales and marketing

PAVmed 2014 Equity Plan - general and administrative

PAVmed 2014 Equity Plan - research and development

Total stock-based compensation expense

Diagnostics 2018 Equity Plan – cost of revenue

Diagnostics 2018 Equity Plan – sales and marketing

Diagnostics 2018 Equity Plan - general and administrative

Diagnostics 2018 Equity Plan - research and development

2014 Equity Plan - cost of revenue

2014 Equity Plan - sales and marketing

2014 Equity Plan - general and administrative

2014 Equity Plan - research and development

stock-based compensation expense

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

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Plan to the physician inventors.

of March 31, 2024, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

of June 30, 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

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Lucid Diagnostics 2018 Equity Plan

Stock Options

Restricted Stock Awards

PAVmed 2014 Equity Plan

Stock Options

Average Remaining Service Period (Years)

Diagnostics 2018 Equity Plan

2014 Equity Plan

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 $ 0.84 per share and $ 0.87 per share during the three month periods ended March

average estimated fair value of such stock options of $ 0.80 per share and $ 0.87 per share during the six month periods ended June 30,

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

of Stock-based Compensation Valuation Assumptions

Three Months Ended March 31,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

Months Ended June 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

11 — Stock-Based Compensation - continued

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

2 unchanged sentences

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 .

stock of which 395,886 shares are available for issue as of June 30, 2024.

In January 2024, our board authorized an increase in the number

of shares available for issue by 500,000 .

12 — Stockholders’ Equity

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 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

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.

In 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.

connection with the issuance, the Company filed a Certificate of Designation of Preferences, Rights 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”).

2 unchanged sentences

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.

(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

13 unchanged sentences

to the Series B Preferred Stock.

The Company filed such registration statement on Form S-3 with the SEC (file number 333-280650), which

filing became effective on July 18, 2024, covering the resale of the shares of Common Stock issuable pursuant to the Series B and Series

B-1 Preferred Stock.

12 — Stockholders’ Equity - continued

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.

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.

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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.

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.

6 unchanged sentences

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.

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

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

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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

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

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

Dividend Charged to Accumulated Deficit

12 — Stockholders’ Equity - continued

Diagnostics Common Stock

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.

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

to June 30, 2024, in July 2024, the Company received shareholder approval to amend its certificate of incorporation, as amended, to increase

the total number of shares of common stock the Company is authorized to issue by 100 million shares from 200 million shares to 300 million

An amendment effecting such change was filed with the Secretary of State of Delaware on July 23, 2024.

and also subsequent to June 30, 2024, the Company’s shareholders approved, for purposes of Listing Rule 5635 of The Nasdaq Stock

Market LLC (“Nasdaq”) the issuance of shares of the Company’s common stock under the Series B Convertible Preferred

Stock (“Series B Preferred Stock”) sold by the Company in a private offering in March 2024 and the Series B-1 Convertible

Preferred Stock (“Series B-1 Preferred Stock”) sold by the Company in a private offering in May 2024.

Each of the Series

B and Series B-1 Preferred Stock is a voting security.

On any matter to be acted upon or considered by the stockholders of the Company,

each holder shall be entitled to vote on an “as converted” basis after applying the beneficial ownership limitations described

in the Series B and B-1 Preferred Stock Offering above.

of June 30, 2024 and December 31, 2023, there were 49,344,945 and 42,329,864 shares of common stock issued and outstanding, respectively.

As of June 30, 2024, PAVmed holds 31,302,444 shares and maintains a controlling financial and voting interest in the Company.

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.

Substantially all of such shares were distributed by PAVmed to its shareholders on February

On June 21, 2024,

the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business

days (through June 20, 2024), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required

for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that the Company

would be afforded 180 calendar days (until December 18, 2024) to regain compliance, and that the Company could be eligible for additional

The Company intends to consider all available options to regain compliance with the Nasdaq listing standards.

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 March 31, 2024.

of approximately $ 1.8 million, after a 4 % discount, as of June 30, 2024.

November 2022, the Company entered into an “at-the-market offering” (“ATM”) for up to $ 6.5 million of its common

2 unchanged sentences

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.

approximately $ 0.3 million, after payments of 3 % commissions, as of June 30, 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.

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

loss attributable to Lucid Diagnostics Inc.

common stockholders

Weighted average common shares outstanding, basic and diluted

Net loss per share (1)

Net loss per share - basic and diluted

average common shares outstanding, basic and diluted

loss per share (1)

loss per share - basic and diluted

(1) - Convertible Preferred

2 unchanged sentences

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

weighted-average number of shares of common stock outstanding for the six month periods ended June 30, 2024 and 2023 include the shares

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

7 unchanged sentences

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

Stock options

Unvested restricted stock awards

Preferred stock

restricted stock awards

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