What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-12 · 538 added, 396 removed, 506 unchanged (65% of the section changed)

1 unchanged sentence

DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

CONSOLIDATED BALANCE SHEETS

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

expenses, deposits, and other current assets

September 30, 2024

December 31, 2023

Current assets:

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

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:

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)

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Senior 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 and Series B-1 Convertible Preferred Stock, issued and outstanding 55,919 at September 30, 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, 300,000,000

and 200,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively;

and 42,329,864

shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

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

and marketing

and administrative

of acquired intangible assets

and development

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

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.

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.

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

loss attributable to Lucid Diagnostics Inc.

Net loss attributable to Lucid Diagnostics Inc.

common stockholders

loss per share attributable to Lucid Diagnostics Inc.

Net loss per share attributable to Lucid Diagnostics Inc.

common stockholders - basic and diluted

average common shares outstanding, basic and diluted

Weighted average common shares outstanding, basic and diluted

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2024

the THREE AND NINE MONTHS ENDED September 30, 2024

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

Paid-In Capital

as of March 31, 2024

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of June 30, 2024

$ ( 179,854 )

compensation - Lucid Diagnostics Inc.

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

compensation - PAVmed Inc.

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

- Senior Secured Convertible Note

- Series B-1 Preferred Stock

common stock - vendor service agreement

as of June 30, 2024

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

Paid-In Capital

as of December 31, 2023

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of December 31, 2023

$ ( 150,741 )

- stock options - Lucid Diagnostics Inc.

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

compensation - Lucid Diagnostics Inc.

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

compensation - PAVmed Inc.

Stock-based 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

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 through exchange - Series B and Series B-1 Preferred Stock

Issuance through sale- Series B and Series B-1 Preferred Stock

Issuance - Due To:

Settlement in Common Stock

common stock - vendor service agreement

as of June 30, 2024

Issue common stock - vendor service agreement

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2023

the THREE AND NINE MONTHS ENDED September 30, 2023

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

Paid-In Capital

as of March 31, 2023

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of June 30, 2023

$ ( 125,703 )

compensation - Lucid Diagnostics Inc.

compensation - PAVmed Inc.

common stock - vendor service agreement

as of June 30, 2023

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

CapNostics, LLC

APA-RDx - Installment Payment

Issuance - Committed Equity Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Issue common stock - vendor service agreement

Balance as of September 30, 2023

$ ( 139,911 )

Paid-In Capital

as of December 31, 2022

compensation - Lucid Diagnostics Inc.

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of December 31, 2022

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

compensation - PAVmed Inc.

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

- 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

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

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

$ ( 139,911 )

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DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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.

Nine Months Ended September 30,

Cash flows from operating activities

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

Depreciation and amortization expense

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

compensation - PAVmed Inc.

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

in fair value - Senior Secured Convertible Note

on issue - Senior Secured Convertible Note

extinguishment loss - Senior Secured Convertible Note

Change in fair value - Senior Secured Convertible Note

Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Issue common stock - termination payment

of common stock payment for vendor service agreement

in operating assets and liabilities:

expenses and other current assets

expenses and other current liabilities

Amortization of common stock payment for 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

- operating expenses, employee related costs, MSA Fee

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

Net cash flows used in operating activities

Cash flows from investing activities

Purchase of equipment

Purchase of intellectual property from PAVmed Inc.

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

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

subsidiary of PAVmed Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Diagnostics Inc.

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

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

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

adenocarcinoma (“EAC”).

Lucid is a subsidiary of PAVmed Inc.

(“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage, cancer prevention

medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease (“GERD”),

also known as chronic heartburn, acid reflux or simply reflux, who are at risk of developing esophageal precancer and cancer, specifically

highly lethal esophageal adenocarcinoma (“EAC”).

Lucid is a non-consolidated subsidiary of PAVmed Inc.

Company believes that its flagship product, the EsoGuard Esophageal DNA Test, performed on samples collected with the EsoCheck Esophageal

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conducting clinical trials.

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

The Company generated $ 1.2 million and $ 3.1 million of revenues for the three and nine month periods ended

September 30, 2024, respectively, however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the

Company incurred a net loss attributable to Lucid Diagnostics Inc common stockholders of approximately $ 41.5 million and had net cash

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

As of June 30, 2024,

flows used in operating activities of approximately $ 34.3 million for the nine month period ended September 30, 2024.

As of September

30, 2024, the Company had working capital of approximately $ 2.6 million, with such working capital inclusive of the Senior Secured Convertible

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All intercompany transactions and balances have been eliminated in consolidation.

The Company is a consolidated subsidiary

of PAVmed, which has financial control of the Company.

The Company is a non-consolidated subsidiary

of PAVmed, which has the ability to exercise significant influence over the Company.

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

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

unaudited condensed consolidated results of operations for the three and six months ended June 30, 2024 are not necessarily indicative

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

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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).

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;

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3 — Summary of Significant Accounting Policies - continued

Reclassifications

prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within

operating expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes

to the unaudited condensed consolidated financial statements.

The impact of the reclassifications made to prior year amounts is not material

and did not affect net loss.

Accounting Standards Updates Not Yet Adopted

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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 unaudited condensed consolidated financial statements.

The guidance is

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

The Company is currently

evaluating the impact this update will have on its unaudited condensed consolidated financial statements and disclosures,

however the company does not expect the standard to have a significant impact.

October 2023, the FASB issued ASU No.

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4 — Revenue from Contracts with Customers

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.

the three and nine month periods ended September 30, 2024, the Company recognized revenue of $ 1,172 and $ 3,149 , respectively, resulting

from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include a variable consideration

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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.

nine month periods ended September 30, 2023 was $ 783 and $ 1,388 , 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 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.

the three and nine month periods ended September 30, 2024, the cost of revenue was $ 1,684 and $ 4,954 , respectively, primarily related

to costs for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and nine month

periods ended September 30, 2023 was $ 1,634 and $ 4,522 , respectively, primarily related to costs for our laboratory operations and EsoCheck

device supplies.

5 — Related Party Transactions

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Schedule of Due To:

Employee-Related

- December 31, 2023

Behalf Of (OBO) activities

payments to PAVmed Inc.

to PAVmed Inc.

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

- June 30, 2024

Balance - September 30, 2024

- Management Services Agreement

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

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

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

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

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

The MSA Fee is charged on

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

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

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

January 1, 2024.

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,

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

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

Company and PAVmed.

In March 2024, PAVmed and the Company were authorized by their respective boards of directors to enter, and they

did enter, into an eighth amendment to the MSA.

Under this amendment, the monthly fee due from the Company to PAVmed was increased

from $ 750 to $ 833 ,

effective January 1, 2024.

In August 2024, PAVmed and the Company were authorized by their respective boards of

directors to enter, and they did enter, into a ninth amendment to the MSA.

Under this amendment, the monthly fee due from the

Company to PAVmed was increased from $ 833

effective July 1, 2024.

During the nine months ended September 30, 2023, MSA fees were $ 750

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

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Schedule of MSA Fee Expense Classification in Statements of Operations

& Administrative

& Development

Three Months Ended

September 30,

Nine Months Ended

September 30,

Sales & Marketing

General & Administrative

Research & Development

Total MSA Fee

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

2 unchanged sentences

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

Transfer of Intellectual Property from PAVmed

On September 27, 2024, the Company

entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent rights to the Company related

to the EsoCheck device.

In consideration of the assignment the Company agreed to pay PAVmed a $ 350 assignment fee.

6 — Prepaid Expenses, Deposits, and Other Current Assets

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Schedule of Prepaid Expenses and Other Current Assets

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:

September 30, 2024

December 31, 2023

Advanced payments to service providers and suppliers

Prepaid insurance

Total prepaid expenses, deposits and other current assets

the nine months ended September 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 September 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:

Schedule of Future Lease Payments of Operating Lease Liabilities

2024 (remainder of year)

lease payments

Total lease payments

imputed interest

value of lease liabilities

Present value of lease liabilities

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

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,

Nine Months Ended September 30,

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 September 30, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 2,860 and $ 1,307 , respectively,

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

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 $ 2,154 and $ 199 , respectively, are reported in

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

As of September 30,

2024 and December 31, 2023, the Company had outstanding operating lease obligations of $ 2,866 and $ 1,305 , respectively, of which $ 855

and $ 1,106 , respectively, are reported in operating lease liabilities, current portion and $ 2,011 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

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Schedule of Intangible Assets

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:

Estimated Useful Life

September 30, 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 $ 105

for the three month periods ended September 30,

2024 and 2023, respectively, and $ 582

for the nine month periods ended September 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 September 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

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Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

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.

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

Level-1 Inputs

Level-2 Inputs

Level-3 Inputs

September 30, 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 nine months ended September 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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and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

9 — Financial Instruments Fair Value Measurements - continued

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

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dated volatilities) inputs.

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

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

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Schedule of Fair Value Assumption Used

2023 Senior Convertible Note:

June 30, 2024

2023 Senior Convertible Note:

March 2023 Senior Convertible Note:

September 30, 2024

March 2023 Senior Convertible Note:

December 31, 2023

value principal payable

rate of return

of common stock

Face value principal payable

Required rate of return

Conversion Price

Value of common stock

Expected term (years)

Risk free rate

Dividend yield

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

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Summary of Outstanding Debt

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2023 Senior Convertible Note

as of June 30, 2024

Maturity Date

Interest Rate

Price per Share

Value Principal Outstanding

2023 Senior Convertible Note

as of December 31, 2023

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 September 30, 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

10 — Debt - continued

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

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

Schedule of Changes in Fair Value of Debt

2023 Senior Convertible Note

Income (expense)

Value - March 31, 2024

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - June 30, 2024

Face value principal – issue date

Fair value adjustment – issue date

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

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2024

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2023

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2024

Other Income (Expense) - Change in fair value – nine months ended September 30, 2024

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - June 30, 2023

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2023

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2022

Fair Value -Beginning Balance

value principal – issue date

value adjustment – issue date

in fair value

Value at June 30, 2023

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2023

Fair Value - Ending Balance

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

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

10 — Debt - continued

16 unchanged sentences

The Company paid cash interest expense of $ 149 and $ 391 for the three

and six months ended June 30, 2023, respectively.

and nine months ended September 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

21 unchanged sentences

than $30 million.

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.

As of September 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 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).

the three and nine month periods ended September 30, 2024, approximately $ 1,142 and $ 2,350 , respectively, of principal repayments along

with approximately $ 180 and $ 832 , respectively, of interest expense thereon, were settled through the issuance of 2,116,717 and 4,777,898

shares, respectively, of common stock of the Company, with such shares having a fair value of approximately $ 1,755 and $ 4,293 , 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 $ 435 and $ 1,116 in the three and nine month periods ended September 30, 2024, respectively.

Subsequent to September 30, 2024, as of November 8, 2024, approximately $ 2,415 of principal repayments along with approximately

$ 63 of interest expense thereon, were settled through the issuance of 3,847,321 shares of common stock of the Company, with such shares having

a fair value of approximately $ 3,680 (with such fair value measured as the respective conversion date quoted closing price of the common

stock of the Company).

Note 10 — Debt - continued

March 2023 Senior Convertible Note Refinancing

On November 8, 2024, the Company

gave notice to the holder of the March 2023 Senior Convertible Note that it was exercising its right pursuant to such note to redeem the

same for the redemption price specified in such note (the “Optional Redemption Price”).

Pursuant to the terms of the March

2023 Senior Convertible Note, the Company has not less than ten business days, and not more than twenty business days, from the date of

the notice (the “Optional Redemption Notice Period”) to pay the Optional Redemption Price.

To finance the payment of

the Optional Redemption Price, the Company has entered into a securities purchase agreement with certain accredited investors (the “2024

Note Investors”).

Under the agreement, subject to customary closing conditions, the Company has agreed to issue, and each 2024

Note Investor has agreed to purchase, 12.0 %

senior secured convertible notes due 2029 (collectively, the “November 2024 Senior Convertible Notes”).

As of the date hereof,

the aggregate commitments of the 2024 Note Investors exceed the Lucid Optional Redemption Price.

Subsequent to September 30, 2024, as

of the date hereof, the Company has received cash proceeds of $ 7.7

million to date related to subscription agreements for the November 2024 Senior Convertible Notes.

The Company expects to complete the issuance of the November 2024 Senior Convertible Notes and the redemption of

the March 2023 Senior Convertible Note on or prior to the end of the Optional Redemption Notice Period.

11 — Stock-Based Compensation

10 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 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 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.

with 850,672 shares available for grant as of September 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 September 30, 2024.

2024, the number of shares available for grant was increased by 2,680,038 in accordance with the evergreen provisions of the plan.

Diagnostics Stock Options

1 unchanged sentence

of Stock Options Issued and Outstanding Activities

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.

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, 2024 (3)

Vested and exercisable stock options at September 30, 2024

(1) 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.

(2) The intrinsic value

is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of September 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.

(3) 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 September 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

Note 11 — Stock-Based Compensation -

Diagnostics Restricted Stock Awards

2 unchanged sentences

of Restricted Stock Award Activity

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

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, 2024

May 2024, a total of 1,600,000 restricted stock awards were granted to management under the Lucid Diagnostics 2018 Equity Plan, with

7 unchanged sentences

is not completed.

11 — Stock-Based Compensation - continued

2014 Equity Plan

5 unchanged sentences

of 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

Three Months Ended

September 30,

Nine Months Ended

September 30,

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

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

3 unchanged sentences

Plan to the physician inventors.

of June 30, 2024, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

Note 11 — Stock-Based Compensation -

of September 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,

1 unchanged sentence

of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

Average Remaining Service Period (Years)

Diagnostics 2018 Equity Plan

2014 Equity Plan

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Lucid Diagnostics 2018 Equity Plan

Stock Options

Restricted Stock Awards

PAVmed 2014 Equity Plan

Stock Options

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 $ 0.80 per share and $ 0.87 per share during the six month periods ended June 30,

average estimated fair value of such stock options of $ 0.79 per share and $ 0.88 per share during the nine month periods ended September

30, 2024 and 2023, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

of Stock-based Compensation Valuation Assumptions

Months Ended June 30,

term of stock options (in years)

stock price volatility

free interest rate

dividend yield

11 — Stock-Based Compensation - continued

Nine Months Ended September 30,

Expected term of stock options (in years)

Expected stock price volatility

Risk free interest rate

Expected dividend yield

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

1 unchanged sentence

$ 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 June 30, 2024.

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

of shares available for issue by 500,000 .

A total of 136,056 and 276,213 shares of common stock of Lucid Diagnostics

were purchased for proceeds of approximately $ 94 and $ 275 on September 30, 2024 and 2023, respectively, under the Lucid ESPP.

ESPP has a total reservation of 1,500,000 shares of common stock of which 259,830 shares are available for issue as of September 30,

In January 2024, our board authorized an increase in the number of shares available for issue by 500,000 .

12 — Stockholders’ Equity

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

March 13, 2024, the Company entered into subscription agreements (each, a “Series B Subscription Agreement”) and

exchange agreements (each, a “Series B Exchange Agreement”) with certain accredited investors (collectively, the

“Series B Investors”), which agreements provided for (i) the sale to the Series B Investors of 12,495 shares of

newly designated Series B Convertible Preferred Stock, par value $ 0.001 per

share (the “Series B Preferred Stock”), at a purchase price of $ 1,000 per

share, and (ii) the exchange by the Series B Investors of 13,625 shares of Lucid Series A Convertible Preferred Stock, par value

$ 0.001 per share (the “Series A Preferred Stock”), and 10,670 shares of Lucid Series A-1 Convertible Preferred Stock,

par value $ 0.001 per share (the “Series A-1 Preferred Stock”), held by them for 31,790 shares of Series B Preferred

Stock (collectively, the “Series B Offering and Exchange”).

Prior to the execution of the Series B Subscription

Agreements and the Series B Exchange Agreements, the Company entered into subscription agreements with certain of the Series B

Investors providing for the sale to such investors of 5,670 shares of Series A-1 Preferred Stock, at a purchase price of $ 1,000 per

share, which shares the investors immediately agreed to exchange for shares of Series B Preferred Stock pursuant to the Series B

Exchange Agreements (and are included in the 10,670 shares of Series A-1 Preferred Stock set forth above).

Each share of the Series

B Preferred Stock has a stated value of $ 1,000 and a conversion price of $ 1.2444 .

The terms of the Series B Preferred Stock also

include a one times preference on liquidation and a right to receive dividends equal to 20 % of the number of shares of our common

stock into which such Series B Preferred Stock is convertible, payable on the one-year and two-year anniversary of the issuance

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 Series B Preferred Stock is a voting security.

The aggregate gross proceeds of these

transactions were $ 18.1 million

(inclusive of $5.7 million of aggregate gross proceeds from the sale of the Series A-1 Preferred Stock that was immediately

exchanged for Series B Preferred Stock in the transactions).

Note 12 — Stockholders' Equity - continued

As a result of 100% of the then-outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock

being exchanged for shares of Series B Preferred Stock in the Series B Offering and Exchange, no shares

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

48 unchanged sentences

B-1 Preferred Stock.

12 — Stockholders’ Equity - continued

B-1 Preferred Stock Offering

2 unchanged sentences

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.

Stock, except that the Series B-1 Preferred Stock has a conversion price of $ 0.7228 and is not subject to a VWAP-Based Mandatory Conversion.

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

Note 12 — Stockholders' Equity - continued

A Preferred Stock Offering

18 unchanged sentences

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 $ 24,294 ), resulting in an excess of fair value of $ 7.5 million recognized as a deemed dividend charged

fair value of the consideration given in the form of the issue of 31,790

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 the

carrying value of the extinguished Series A and Series A-1 Convertible Preferred Stock (carrying value of $ 24,294 ),

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

1 unchanged sentence

of Net Loss Attributable to Common Stockholders

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)

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

March 13, 2024

Fair Value - 31,790

shares of Series B Preferred Stock issued in exchange for Series A and Series A-1 Preferred Stock

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

Dividend Charged to Accumulated Deficit

12 — Stockholders’ Equity - continued

Deemed Dividend Charged to Accumulated Deficit

Diagnostics Common Stock

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.

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 shares.

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

in July 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 September 30, 2024 and December 31, 2023, there were 51,597,718 and 42,329,864 shares of common stock issued and outstanding, respectively.

On September 10, 2024, following preferred equity transactions completed by the Company earlier in 2024 and the termination

of voting proxies entered into between PAVmed and certain shareholders of the Company, PAVmed’s voting interest in the Company was

reduced to less than 50.0%, resulting in the loss of a controlling financial interest.

However, PAVmed retains the ability to exercise

significant influence over Lucid.

As of September 30, 2024, PAVmed holds 31,302,444 shares.

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

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

Note 12 — Stockholders' Equity - continued

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 time.

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

In the nine months ended September 30,

2024, the Company issued 480,000 shares of common stock to vendors in exchange for $ 401 of agreed upon services, which is included in

general and administrative operating expenses on the Company’s unaudited condensed consolidated statement of operations.

Equity Facility and ATM Facility

6 unchanged sentences

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

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

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

approximately $ 0.3 million, after payments of 3 % commissions, as of September 30, 2024.

13 — Net Loss Per Share

1 unchanged sentence

of Net Loss Per Share Basic and Diluted

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

loss attributable to Lucid Diagnostics Inc.

Three Months Ended

September 30,

Nine Months Ended

September 30,

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

Net loss attributable to Lucid Diagnostics Inc.

common stockholders

average common shares outstanding, basic and diluted

loss per share (1)

loss per share - basic and diluted

(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 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.

The basic weighted average number of shares

common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding

includes such incremental shares.

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.

The common stock equivalents

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

Weighted average common shares outstanding, basic and diluted

Net loss per share (1)

Net loss per share - basic and diluted

- Convertible Preferred Stock would potentially be considered

a participating security under the two-class method of calculating net loss per share.

However, 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 nine month periods ended September 30, 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 common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares

outstanding includes such incremental shares.

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.

The common stock

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

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

restricted stock awards

September 30,

Stock options

Unvested restricted stock awards

Preferred stock

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

What changed 10-Q

Item 1. Financial Statements