What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 263 added, 312 removed, 592 unchanged (49% of the section changed)

3 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

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

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,419 at March 31, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 300,000,000 shares authorized as of March 31, 2025 and December 31, 2024, respectively;

84,374,455 and 63,071,950 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,419 at June 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 300,000,000 shares authorized as of June 30, 2025 and December 31, 2024, respectively;

101,826,788 and 63,071,950 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

Operating expenses:

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

Series B Convertible Preferred Stock dividends earned

Series B and Series B-1 Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE MONTHS ENDED March 31, 2025 and 2024

the THREE AND SIX MONTHS ENDED June 30, 2025

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

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Additional Paid-In

Balance as of March 31, 2025

$ ( 239,784 )

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

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

Issuance - Interest payment paid in stock

Issuance - Confidentially Marketed Public Offering, net of fees

Issuance - Dividend on Series B and Series B-1 Preferred Stock

Balance as of June 30, 2025

$ ( 247,672 )

Preferred Stock

Additional Paid-In

Balance as of December 31, 2024

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2014 Equity Plan

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

Purchase - Employee Stock Purchase Plan

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Issuance - Registered Direct Offering, net of fees

Issuance - Dividend on Series B Preferred Stock

Issuance - Confidentially Marketed Public Offering, net of fees

Issuance - Dividend on Series B and Series B-1 Preferred Stock

Balance as of June 30, 2025

$ ( 247,672 )

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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 March 31, 2024

$ ( 168,849 )

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Conversions - Senior Secured Convertible Note

Issuance through sale - Series B-1 Preferred Stock

Issue common stock - vendor service agreement

Balance as of June 30, 2024

$ ( 179,854 )

Preferred Stock

7 unchanged sentences

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Stock-based compensation - PAVmed Inc.

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

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

Purchase - Employee Stock Purchase Plan

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Issuance through exchange - Series B Preferred Stock

Issuance through sale- Series B Preferred Stock

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

Issuance - Due To:

Settlement in Common Stock

Balance as of March 31, 2024

Issue common stock - vendor service agreement

Balance as of June 30, 2024

$ ( 179,854 )

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

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Proceeds – issue of common stock - Registered Direct Offering, net of fees

Proceeds – issue of common stock - Confidentially Marketed Public Offering, net of fees

Proceeds – issue of Senior Secured Convertible Notes

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

Proceeds – exercise of stock options

1 unchanged sentence

Net cash flows provided by financing activities

Net increase (decrease) in cash

Net increase in cash

Cash, beginning of period

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Diagnostics Inc.

is a commercial-stage, cancer prevention

medical diagnostics company.

Lucid is focused on the millions of patients with gastroesophageal reflux disease (GERD),

also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer.

is a commercial-stage, cancer prevention medical diagnostics company.

Lucid is focused on the millions of patients with

gastroesophageal reflux disease (GERD), also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer.

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

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emerges to gently swab surface esophageal cells.

When suction is applied, the balloon and sampled cells are

pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device

When suction is applied, the balloon and sampled cells are pulled into the capsule,

protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal.

and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”).

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conducting clinical trials.

The Company generated $ 0.8 million of revenue for the three months ended March 31, 2025, however the Company

expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

Company incurred a net loss attributable to Lucid Diagnostics Inc common stockholders of approximately $ 36.0

million and had net cash flows used in operating activities of approximately $ 12.5

million for the three months ended March 31, 2025.

As of March 31, 2025, the Company had negative working capital of approximately

$ 9.0 million, with

such working capital inclusive of the 2024 Convertible Notes (as defined below) classified as a current liability of approximately

million and approximately $ 25.2 million of

Subsequent to March 31, 2025, on April 11, 2025, the Company closed on the sale of 14,375,000 shares of its common

stock at a price of $ 1.20 per share in a confidentially marketed public offering.

The net proceeds of the offering, after deducting the

placement agent’s fees and other expenses, was approximately $ 16.1 million.

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.

The Company generated $ 1.2 million and $ 2.0 million of revenue for the three and six months ended June 30,

2025, respectively, however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating

activities in the near future.

Company incurred a net loss attributable to its common stockholders of approximately $ 43.9

million and had net cash flows used in operating activities

of approximately $ 23.0

million for the six months ended June 30, 2025.

June 30, 2025, the Company had working capital of approximately $ 4.4

million, with such working capital inclusive of the 2024 Convertible

Notes (as defined below) classified as a current liability of approximately $ 25.3

million and approximately $ 31.1

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, and increasing revenue through cash pay and

contracted revenue programs that target, among others, concierge medicine practices and 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

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year

after the date the accompanying unaudited condensed consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

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

unaudited condensed consolidated results of operations for the three months ended March 31, 2025 are not necessarily indicative of the

consolidated results to be expected for the year ending December 31, 2025 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, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 24, 2025.

unaudited condensed consolidated results of operations for the three and six months ended June 30, 2025 are not necessarily indicative

of the consolidated results to be expected for the year ending December 31, 2025 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, 2024 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

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Services (“CMS”) and applicable reimbursement contracts established between the Company and payers.

However, when a patient

is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations.

The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company

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3 — Summary of Significant Accounting Policies - continued

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued

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

enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income

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

ASU 2023-09 is effective for the

Company prospectively to all annual periods beginning after December 15, 2024.

Adopted Accounting Pronouncements

December 2023, the FASB issued ASU No.

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

which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide

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

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

Early adoption is permitted.

The guidance was adopted by

the Company effective January 1, 2025, on a prospective basis.

The Company does not expect the standard

to have a significant impact on its consolidated financial statements in the 2025 Annual Report on Form 10-K.

guidance was adopted by the Company effective January 1, 2025, on a prospective basis.

does not expect the standard to have a significant impact on its consolidated financial statements in the 2025 Annual Report on Form

Accounting Standards Updates Not Yet Adopted

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4 — Revenue from Contracts with Customers

the three months ended March 31, 2025, the Company recognized revenue of $ 828 , resulting from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained

portion of the variable consideration.

The Company’s revenue for the three months ended March 31, 2024 was $ 1,001 , resulting from

the three and six months ended June 30, 2025, the Company recognized revenue of $ 1,163 and $ 1,991 , 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 months ended June 30, 2024 was $ 976 and $ 1,977 , 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 months ended March 31, 2025, the cost of revenue was $ 1,551 , primarily related to costs for our laboratory operations and EsoCheck

device supplies.

The Company’s cost of revenue for the three months ended March 31, 2024 was $ 1,656 , primarily related to costs

the three and six months ended June 30, 2025, the cost of revenue was $ 1,563 and $ 3,114 , respectively, primarily related to costs

for our laboratory operations and EsoCheck device supplies.

The Company’s cost of revenue for the three and six months ended June 30,

2024 was $ 1,614 and $ 3,269 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

5 — Related Party Transactions

2 unchanged sentences

Schedule of Due To:

Employee-Related

Employee-Related Costs

Balance - December 31, 2024

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Cash payments to PAVmed Inc.

Balance - March 31, 2025

Balance - June 30, 2025

- Management Services Agreement

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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

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.

Currently, under the terms of PAVmed’s outstanding convertible debt, PAVmed is required to elect to

receive such payments in cash.

Currently, under the terms of PAVmed’s outstanding convertible debt, PAVmed is required to elect to receive

such payments in cash.

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

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Three Months Ended

Six Months Ended

Sales & Marketing

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

of Intellectual Property from PAVmed

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

6 — Prepaid Expenses, Deposits, and Other Current Assets

1 unchanged sentence

Schedule of Prepaid Expenses and Other Current Assets

March 31, 2025

June 30, 2025

December 31, 2024

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Total prepaid expenses, deposits and other current assets

Company’s future lease payments as of March 31, 2025, 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:

Company’s future lease payments as of June 30, 2025, 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

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Schedule of Cash Flow Supplemental Information

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

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Weighted-average discount rate - operating leases

of March 31, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,454 and $ 2,637 , respectively,

of June 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,238 and $ 2,637 , respectively,

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

As of March 31, 2025

and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,470 and $ 2,654 , respectively, of which $ 867 and

$ 854 , respectively, are reported in operating lease liabilities, current portion and $ 1,603 and $ 1,800 , 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

As of June 30,

2025 and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,253 and $ 2,654 , respectively, of which $ 871

and $ 854 , respectively, are reported in operating lease liabilities, current portion and $ 1,382 and $ 1,800 , 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, as a function of the financing

terms the Company would likely receive on the open market.

8 — Commitment and Contingencies

Other Matters

In the ordinary course of Lucid’s

business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims,

including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time.

The Company is not

aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company.

Notwithstanding,

legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts

can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position,

results of operations, and/or cash flows.

Additionally, although the Company has specific insurance for certain potential risks, the Company

may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s

business, financial position, results of operations, and /or cash flows.

the ordinary course of Lucid’s business, particularly as it begins commercialization of its products, the Company may be subject

to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may

arise from time to time.

The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a

material impact on the Company.

Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome

could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact

on the Company’s business, financial position, results of operations, and/or cash flows.

Additionally, although the Company has

specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which

may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.

9 — Financial Instruments Fair Value Measurements

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Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

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

Level-3 Inputs

Level-2 Inputs

Fair Value Measurement on a Recurring Basis at Reporting

Level-3 Inputs

March 31, 2025

June 30, 2025

2024 Convertible Notes 1

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Level-2 Inputs

Level-3 Inputs

December 31, 2024

2024 Convertible Notes 1

Fair value of liability 1

1 There were no transfers

between the respective Levels during the three months ended March 31, 2025.

between the respective Levels during the six months ended June 30, 2025.

9 — Financial Instruments Fair Value Measurements - continued

discussed in Note 10, Debt , the Company issued Senior Secured Convertible Notes dated November 22, 2024 with a $ 21.975 million

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dated volatilities) inputs.

9 — Financial Instruments Fair Value Measurements - continued

estimated fair value of the 2024 Convertible Notes as of each March 31, 2025 and December 31, 2024 was computed using a Monte Carlo simulation

estimated fair value of the 2024 Convertible Notes as of each June 30, 2025 and December 31, 2024 was 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, using the following assumptions:

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2024 Convertible Notes:

March 31, 2025

June 30, 2025

2024 Convertible Notes:

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Stated Interest Rate

Conversion Price

Conversion Price per Share

Face Value Principal Outstanding

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November 22, 2029

Balance as of March 31, 2025

Balance as of June 30, 2025

Contractual Maturity Date

Stated Interest Rate

Conversion Price

Conversion Price per Share

Face Value Principal Outstanding

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10 — Debt - continued

changes in the fair value of debt during the three months ended March 31, 2025 is as follows:

changes in the fair value of debt during the three and six months ended June 30, 2025 is as follows:

Schedule of Changes in Fair Value of

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Other Income (expense)

Fair Value - March 31, 2025

Non-installment payments – common stock

Non-installment payments – cash

Change in fair value

Fair Value at June 30, 2025

Other Income (Expense) - Change in fair value – three months ended June 30, 2025

2024 Convertible Notes

Other Income (expense)

Fair Value - December 31, 2024

Installment repayments – common stock

Non-installment payments – common stock

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Change in fair value

Fair Value at March 31, 2025

Other Income (Expense) - Change in fair value – three months ended March 31, 2025

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

March 2023 Senior

Convertible Note

Fair Value at June 30, 2025

Other Income (Expense) - Change in fair value – six months ended June 30, 2025

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - March 31, 2024

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at June 30, 2024

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - December 31, 2023

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Change in fair value

Fair Value at March 31, 2024

Fair Value at June 30, 2024

Fair Value - Ending Balance

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

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

10 — Debt - continued

2024 Senior Convertible Note

November 22, 2024, the Company closed on the sale of $ 21.975

million in principal amount of Senior Secured Convertible Notes (collectively, the “2024 Convertible Notes”), in a

private placement, to certain accredited investors (the “2024 Note Investors”).

The sale of the 2024 Convertible Notes

was completed pursuant to the terms of that certain Securities Purchase Agreement, dated as of November 12, 2024 (the “2024

SPA”), between the Company and the 2024 Note Investors.

The Company realized gross proceeds of $ 21.975

million and, after giving effect to the repayment in full of the March 2023 Senior Convertible Note, net proceeds of $ 18.3

November 22, 2024, the Company closed on the sale of $ 21.975 million in principal amount of Senior Secured Convertible Notes (collectively,

the “2024 Convertible Notes”), in a private placement, to certain accredited investors (the “2024 Note Investors”).

The sale of the 2024 Convertible Notes was completed pursuant to the terms of that certain Securities Purchase Agreement, dated as of

November 12, 2024 (the “2024 SPA”), between the Company and the 2024 Note Investors.

The Company realized gross proceeds

of $ 21.975 million and, after giving effect to the repayment in full of the March 2023 Senior Convertible Note, net proceeds of $ 18.3

million from the sale of the 2024 Convertible Notes.

As of December 31, 2024 there was an approximately $ 0.4

million subscription receivable in respect of the 2024 Convertibles Notes, which was reflected in prepaid expenses, deposits, and

other current assets on the Company’s consolidated balance sheets as of such date.

As of March 31, 2025, the Company had

received the entire $ 0.4

million receivable.

material terms of the 2024 Convertible Notes, upon issuance, are as follows:

2024 Convertible Note has a 12.0 % annual stated interest rate, a contractual maturity date of five years from the date of issuance, and

a contractual conversion price of $ 1.00 per share of the Company’s common stock (subject to (i) in the event of certain issuances

of additional securities by the Company at a price per share less than the then applicable conversion price, adjustment to such lower

price per share, and (ii) customary proportionate adjustment upon any stock split, stock dividend, stock combination, recapitalization

or other similar transaction).

The Company will hold a stockholder meeting no later than June 30, 2025 to solicit the stockholder approval

of the issuance of the conversion shares (and payment in kind of interest on the Notes).

principal of the 2024 Convertible Notes does not amortize in installments over the term of the notes.

The entire principal amount of

the notes is due on the maturity date.

The accrued interest on the 2024 Convertible Notes is paid quarterly in cash or, at the election

of the holder, shares of the Company’s common stock, at a price based on the then current market price.

2024 Convertible Note is convertible into shares of the Company’s common stock at the holder’s election at any time and from

time to time after the 6-month anniversary of issuance.

In addition, each 2024 Convertible Note converts into shares of the Company’s

common stock, subject to customary beneficial ownership and primary market limitations, (i) at the election of the holder upon the consummation

by the Company of certain fundamental transactions (in which case all interest that would have accrued through maturity would also convert

into shares of the Company’s common stock), or (ii) at the Company’s election at any time after the six-month anniversary

of the issuance of such note, upon written notice given to the holder thereof, if the VWAP of the Company’s common stock has been

at least $ 10.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of

any 30 consecutive trading days.

The Company is not permitted to voluntarily repurchase, redeem or prepay any 2024 Convertible Note,

other than during the last 6 months prior to maturity thereof.

2024 Convertible Notes are secured by a lien on all the Company’s present and future tangible and intangible property and assets.

2024 Convertible Notes are subject to acceleration upon consummation of a fundamental transaction, upon default of the Case Western Reserve

University Amended and Restated License Agreement, upon failure to obtain a positive Medicare coverage decision with respect to its EsoGuard

product by the 18-month anniversary of issuance, and upon certain other customary events of default.

Upon default the interest rate would

increase to 18 %.

As of December 31, 2024 there was an approximately $ 0.4 million subscription receivable

in respect of the 2024 Convertibles Notes, which was reflected in prepaid expenses, deposits, and other current assets on the Company’s

consolidated balance sheets as of such date.

As of June 30, 2025, the Company had received the entire $ 0.4 million receivable.

2024 Convertible Note has a 12.0 %

annual stated interest rate, a contractual maturity date of five

years from the date of issuance, and a contractual conversion price of $ 1.00

per share of the Company’s common stock (subject to (i) in the event of certain issuances of additional securities by the

Company at a price per share less than the then applicable conversion price, adjustment to such lower price per share, and (ii)

customary proportionate adjustment upon any stock split, stock dividend, stock combination, recapitalization or other similar

transaction).

The Company held a stockholder meeting on June 18, 2025 at which the stockholders approved the issuance of the shares

issuable upon conversion of the Notes in excess of any primary market limitations.

the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of

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The Company was

in compliance with all covenants as of March 31, 2025.

of the investors in the purchase and sale of the 2024 Convertible Notes have the collective right to designate one individual to be appointed

to the Company’s board of directors, subject to certain limitations and subject to the policies and procedures of the Company’s

nominating and corporate governance committee.

Company agreed that it will, within 120 days following the closing of the offering of the 2024 Convertible Notes, file with the SEC a

in compliance with all covenants as of June 30, 2025.

Company agreed that it would file with the SEC a

resale registration statement on Form S-3 covering the resale of all shares of the Company’s common stock issuable upon conversion

of the 2024 Convertible Notes.

On March 14, 2025, a majority-in-interest of the holders of the 2024 Convertible Notes agreed to extend

this filing deadline to 180 days following such closing (i.e,.

May 22, 2025).

holders of the 2024 Convertible Notes have the right, based on their ownership interest in the Company assuming the conversion of all

such notes, to participate in subsequent equity or debt financings or issuances by the Company (subject to customary exceptions).

2023 Senior Secured Convertible Note

Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor

(“Investor”, “Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to

purchase, an aggregate of $ 11.1 million face value principal of debt.

the SPA, Lucid issued in a registered direct offering under its effective shelf registration statement a Senior Secured Convertible Note

dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, with such note having a $ 11.1 million

face value principal, a 7.875 % annual stated interest rate, a contractual conversion price of $ 5.00 per share of the Company’s

common stock, and a contractual maturity date of March 21, 2025 .

March 2023 Senior Convertible Note installment payments were payable in shares of Lucid Diagnostics common stock at a conversion price

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

date of conversion.

November 2024, the Company redeemed the March 2023 Senior Convertible Note.

Such filing was made, as required under the notes, on May 22, 2025.

11 — Stock-Based Compensation

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total of 18,342,201 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan,

with 886,247 shares available for grant as of March 31, 2025.

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, 2025.

In January 2025, the

number of shares available for grant was increased by 4,018,163 in accordance with the evergreen provisions of the plan.

with 1,001,663 shares available for grant as of June 30, 2025.

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, 2025.

2025, the number of shares available for grant was increased by 4,018,163 in accordance with the evergreen provisions of the plan.

Diagnostics Stock Options

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Number of Stock Options

Weighted Average

Exercise Price

Remaining Contractual

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2024

Outstanding stock options at March 31, 2025 (3)

Vested and exercisable stock options at March 31, 2025

Outstanding stock options at June 30, 2025 (3)

Vested and exercisable stock options at June 30, 2025

options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such

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

common stock on each of March 31, 2025 and December 31, 2024 and the exercise price of the

underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than

the exercise price.

common stock on each of June 30, 2025 and December 31, 2024 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 523,300 stock options

granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2025 and December 31, 2024.

February 20, 2025, the Company granted 1,321,000 stock options to employees under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted

average exercise price of $ 1.49 .

granted outside the Lucid Diagnostics 2018 Equity Plan, as of June 30, 2025 and December

February 20, 2025, the Compan y granted 1,321,000 stock

options to employees under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average

exercise price of $ 1.49 .

Each option will vest one-third on December 31, 2025 and then ratably over the next eight quarters.

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of Restricted Stock Award Activity

Number of Restricted

Weighted Average Grant

Date Fair Value

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2024

Unvested restricted stock awards as of March 31, 2025

Unvested restricted stock awards as of June 30, 2025

February 20, 2025, a total of 2,686,800 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics

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Three Months Ended

Six Months Ended

Lucid Diagnostics 2018 Equity Plan – cost of revenue

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Plan to the physician inventors.

of March 31, 2025, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

of June 30, 2025, 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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Unrecognized Expense

Weighted Average

Remaining Service

Period (Years)

Weighted Average Remaining Service Period (Years)

Lucid Diagnostics 2018 Equity Plan

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compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted

average estimated fair value of such stock options of $ 0.94 per share and $ 0.84 per share during the three months ended March 31, 2025

average estimated fair value of such stock options of $ 0.93 per share and $ 0.80 per share during the six months ended June 30, 2025

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

of Stock-based Compensation Valuation Assumptions

Three Months Ended March 31,

Six Months Ended June 30,

Expected term of stock options (in years)

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The Lucid ESPP has a total reservation of 2,500,000 shares of common

stock of which 1,056,779 shares are available for issue as of March 31, 2025.

In January 2025, the number of shares available for issue

was increased by 1,000,000 in accordance with the evergreen provisions of the plan.

stock of which 1,056,779 shares are available for issue as of June 30, 2025.

12 — Stockholders’ Equity

B Preferred Stock Offering and Exchange

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

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 date.

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 (subject

to certain beneficial ownership limitations).

The aggregate gross proceeds of these transactions were $ 18.2

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).

The exchange of the shares of Series A Preferred Stock and Series A-1 Preferred Stock for

shares of Series B Preferred Stock in the Series B Offering and Exchange resulted in the Company recognizing a deemed dividend of

As of June 30, 2025 and December

31, 2024, there were 44,285 shares of Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

12 — Stockholders’ Equity - continued

holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about March 13, 2025 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) will be entitled to receive a dividend on or about March 13, 2026 equal to 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, 2026 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

The Company issued in the aggregate 7,117,463

common shares, with such shares having a fair value of approximately $ 9.1

million at the time of issuance, in satisfaction of the March 13, 2025 Series B Preferred Stock dividend.

B-1 Preferred Stock Offering

May 6, 2024, the Company issued approximately 11,634 shares of Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred

The terms of the Series B-1 Preferred Stock are substantially similar to the terms of the Series B Preferred Stock, except

that the Series B-1 Preferred Stock has a conversion price of $ 0.7228 .

The aggregate gross proceeds from the sale of shares in this offering

were $ 11.6 million.

In the year ended December 31, 2024, investors of the Series B-1 Preferred Stock converted 1,500 shares of Series

B-1 Preferred Stock at the agreed upon conversion price of $ 0.7228 for 2,075,263 shares of the Company’s common stock.

holder of Series B-1 Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about May 6, 2025 equal to 20% of

the number of shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock then held by such holder on May 6, 2025,

and (ii) will be entitled to receive a dividend on or about May 6, 2026 equal to 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-1 Preferred Stock then held by such holder on May 6, 2026.

A holder that voluntarily converts its Series B-1 Preferred Stock prior to May 6, 2026 will not receive the dividend that accrues on

holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about March 13, 2025 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) will be entitled to receive a dividend on or about March 13, 2026 equal to 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, 2026 will not receive the dividend that accrues on

such date with respect to such converted Series B Preferred Stock.

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

to March 31, 2025, the Company issued in the aggregate 2,803,960

common shares in satisfaction of the May 6, 2025 Series B-1 Preferred Stock dividend.

The Company issued in the aggregate 7,117,463

common shares, with such shares having a fair value of approximately $ 9.1 million at the time of issuance, in satisfaction of the March

13, 2025 Series B Preferred Stock dividend.

B-1 Preferred Stock Offering

As of June 30, 2025 and December

31, 2024, there were 10,134 shares of Series B-1 Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

holder of Series B-1 Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about May 6, 2025 equal to 20%

of the number of shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock then held by such holder on May

6, 2025, and (ii) will be entitled to receive a dividend on or about May 6, 2026 equal to 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-1 Preferred Stock then held by such holder

on May 6, 2026.

A holder that voluntarily converts its Series B-1 Preferred Stock prior to May 6, 2026 will not receive the dividend

that accrues on such date with respect to such converted Series B-1 Preferred Stock.

The holders of the Series B-1 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

The Company issued in the aggregate 2,803,960 common

shares, with such shares having a fair value of approximately $ 3.5

million at the time of issuance, in satisfaction of the May 6, 2025 Series B-1 Preferred Stock dividend.

Diagnostics Common Stock

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compliance with this listing requirement.

12 — Stockholders’ Equity - continued

2025 Registered Direct Offering

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2025 Confidentially Marketed Public Offering

to March 31, 2025, on April 11, 2025, the Company closed on the sale of 14,375,000

April 11, 2025, the Company closed on the sale of 14,375,000

shares of its common stock at a price of $ 1.20

per share in a confidentially marketed public offering.

The net proceeds of the offering, after deducting the placement

agent’s fees and other expenses, was approximately $ 16.1

The net proceeds of the offering, after deducting approximately $ 1.1 million

of the placement agent’s fees and other expenses, was approximately $ 16.2

Equity Facility and ATM Facility

March 28, 2022, the Company entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”).

the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 million of the Company’s common stock from

time to time at the request of the Company.

While there are distinct differences, the facility is structured similarly to a traditional

at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis at prices based on

the existing market price.

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, 2025.

This facility terminates on August 1, 2025, which is the first

of the month following the 36-month anniversary of the effective date of the registration statement for the same.

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

million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and

Cumulatively a total of 230,068

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

approximately $ 0.3

million, after payments of 3 %

commissions, through March 4, 2025, the date on which the Company terminated the prospectus supplement for the “at-the-market

The Company will not make any sales of common stock in such offering unless and until a new prospectus or

prospectus supplement is filed.

On March 28, 2022, the Company

entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”).

Under the terms of the committed

equity facility, Cantor has committed to purchase up to $ 50 million of the Company’s common stock from time to time at the request

of the Company.

While there are distinct differences, the facility is structured similarly to a traditional at-the-market equity facility,

insofar as it allows the Company to raise primary equity capital on a periodic basis at prices based on the existing market price.

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, 2025.

This facility terminated on August 1, 2025, which is the first of the month following the 36-month

anniversary of the effective date of the registration statement for the same.

Upon termination any remaining deferred financing fees were

May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $ 25.0 million

of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group

In the six months ended June 30, 2025, the Company sold 215,421 shares through their at-the-market equity facility for net

proceeds of approximately $ 0.3 million,

after payment of 3 %

13 — Net Loss Per Share

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Three Months Ended

Six Months Ended

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

Series B Convertible Preferred Stock dividends earned

Series B and Series B-1 Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

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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 months ended March 31, 2025 and 2024 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 periods 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 number of shares of common stock outstanding for the six months ended June 30, 2025 and 2024 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 periods 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

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consolidated statements of operations.

the three months ended March 31, 2025 and 2024 revenues resulting from the delivery of patient EsoGuard test results was concentrated

the three and six months ended June 30, 2025 and 2024 revenues resulting from the delivery of patient EsoGuard test results was concentrated

in the United States.

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

What changed 10-Q

Item 1. Financial Statements