What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 196 added, 198 removed, 657 unchanged (37% of the section changed)

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

June 30, 2025

September 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 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

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,274 and 54,419 as of September 30, 2025 and December 31, 2024, respectively

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

130,924,686 and 63,071,950 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

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Debt extinguishments loss - Senior Secured Convertible Note

Equity issuance cost extinguishment

Other income (expense), net

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND SIX MONTHS ENDED June 30, 2025

the THREE AND NINE MONTHS ENDED September 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

Balance as of June 30, 2025

$ ( 247,672 )

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2014 Equity Plan

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

Purchase - Employee Stock Purchase Plan

Issuance - Interest payment paid in stock

Issue common stock - vendor service agreement

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

Conversions - Series B Preferred Stock

Balance as of September 30, 2025

$ ( 258,069 )

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

Balance as of June 30, 2025

Issue common stock - vendor service agreement

Conversions - Series B Preferred Stock

Balance as of September 30, 2025

$ ( 258,069 )

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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)

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Additional Paid-In

Balance as of March 31, 2024

Balance as of June 30, 2024

$ ( 179,854 )

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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

Purchase - Employee Stock Purchase Plan

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

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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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Issue common stock - vendor service agreement

Balance as of June 30, 2024

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

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Debt extinguishment loss - Senior Secured Convertible Note

Equity issuance cost extinguishment

Amortization of common stock payment for vendor service agreement

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Purchase of equipment

Purchase of intellectual property from PAVmed Inc.

Net cash flows used in investing activities

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proprietary EsoGuard NGS DNA assay.

is an FDA 510(k) cleared and CE Mark certified noninvasive swallowable balloon capsule catheter device designed for in-office

targeted sampling of surface esophageal cells in a less than two minute long office procedure.

It consists of a vitamin sized

semi-rigid plastic capsule tethered to a thin silicone catheter from which a soft inflatable silicone balloon with textured ridges

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 withdrawal.

is an FDA 510(k) cleared and CE Mark certified noninvasive swallowable balloon capsule catheter device designed for in-office targeted

sampling of surface esophageal cells in a less than two minute long office procedure.

It consists of a vitamin sized semi-rigid plastic

capsule tethered to a thin silicone catheter from which a soft inflatable silicone balloon with textured ridges 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 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 $ 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.

The Company generated $ 1.2 million and $ 3.2 million of revenue for the three and nine months ended September

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 $ 54.3 million and had net cash flows used in operating

activities of approximately $ 33.9 million for the nine months ended September 30, 2025.

As of September 30, 2025, the Company had working

capital of approximately $ 23.6 million, with such working capital inclusive of the 2024 Convertible Notes (as defined below) classified

as a current liability of approximately $ 22.3 million and approximately $ 47.3 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 obligations.

These factors raise substantial

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

consolidated financial statements are issued.

3 — Summary of Significant Accounting Policies

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

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

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

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

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

considers collection of such consideration to be probable to the extent that it is unconstrained.

The Company’s consideration

can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such

consideration to be probable to the extent that it is unconstrained.

obligations —A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods

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and Note 10, Debt , for a discussion

of the 2024 Senior Convertible Notes.

of the 2024 Convertible Notes.

3 — Summary of Significant Accounting Policies - continued

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4 — Revenue from Contracts with Customers

the three and six months ended June 30, 2025, the Company recognized revenue of $ 1,163 and $ 1,991 , respectively, resulting from

the three and nine months ended September 30, 2025, the Company recognized revenue of $ 1,211 and $ 3,202 , respectively, resulting from

the delivery of patient EsoGuard test results.

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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.

nine months ended September 30, 2024 was $ 1,172 and $ 3,149 , 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 months ended June 30, 2025, the cost of revenue was $ 1,563 and $ 3,114 , respectively, primarily related to costs

the three and nine months ended September 30, 2025, the cost of revenue was $ 1,697 and $ 4,810 , 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,

The Company’s cost of revenue for the three and nine months ended September

30, 2024 was $ 1,684 and $ 4,954 , respectively, primarily related to costs for our laboratory operations and EsoCheck device supplies.

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for the period indicated is summarized as follows:

Schedule of Due To:

aggregate Due To:

Employee-Related Costs

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Cash payments to PAVmed Inc.

Balance - June 30, 2025

Balance - September 30, 2025

- 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”)

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.

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

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.

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

such payments in cash.

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.

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

September 30,

Nine Months Ended

September 30,

Sales & Marketing

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Schedule of Prepaid Expenses and Other Current Assets

June 30, 2025

September 30, 2025

December 31, 2024

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Total prepaid expenses, deposits and other current assets

Company’s future lease payments as of June 30, 2025, which are presented as operating lease liabilities, current portion and

Company’s future lease payments as of September 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:

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Schedule of Cash Flow Supplemental Information

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities

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Weighted-average discount rate - operating leases

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

of September 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases were $ 2,021 and $ 2,637 , respectively,

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

As of June 30,

As of September 30,

2025 and December 31, 2024, the Company had outstanding operating lease obligations of $ 2,035 and $ 2,654 , respectively, of which $ 878

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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.

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

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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-1 Inputs

Fair Value Measurement on a Recurring Basis at Reporting

Level-2 Inputs

June 30, 2025

2024 Convertible Notes 1

Level-3 Inputs

September 30, 2025

2024 Convertible Notes

Level-1 Inputs

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1 There were no transfers

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

between the respective Levels during the nine months ended September 30, 2025.

9 — Financial Instruments Fair Value Measurements - continued

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dated volatilities) inputs.

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:

estimated fair value of the 2024 Convertible Notes as of each September 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

Schedule of Fair Value Assumption Used

2024 Convertible Notes:

June 30, 2025

September 30, 2025

2024 Convertible Notes:

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November 22, 2029

Balance as of June 30, 2025

Balance as of September 30, 2025

Contractual Maturity Date

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10 — Debt - continued

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

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

Schedule of Changes in Fair Value of

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Other Income (expense)

Fair Value - March 31, 2025

Fair Value at June 30, 2025

Non-installment payments – common stock

Non-installment payments – cash

Non-installment payments – cash interest paid

Change in fair value

Fair Value at June 30, 2025

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

Fair Value at September 30, 2025

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

2024 Convertible Notes

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Non-installment payments – common stock

Non-installment payments – cash

Non-installment payments – cash interest paid

Change in fair value

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:

Fair Value at September 30, 2025

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

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - March 31, 2024

Fair Value at June 30, 2024

Installment repayments – common stock

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Change in fair value

Fair Value at June 30, 2024

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

Fair Value at September 30, 2024

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

March 2023 Senior Convertible Note

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Change in fair value

Fair Value at June 30, 2024

Fair Value at September 30, 2024

Fair Value - Ending Balance

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

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

10 — Debt - continued

2024 Senior Convertible Note

Convertible Notes

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

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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 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.

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 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.

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

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

Company filed a resale registration statement on Form S-3 Registration No.

333-287496 effective May 30, 2025 covering the resale of all

shares of the Company’s common stock issuable upon conversion of the 2024 Convertible Notes.

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

with 904,162 shares available for grant as of September 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.

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

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Outstanding stock options at December 31, 2024

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

plan generally vest one-third in one year then ratably over the next eight quarters, and

have a ten-year contractual term from date-of-grant.

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

common stock on each of June 30, 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 June 30, 2025 and December

Outstanding stock options at September 30, 2025 (3)

Vested and exercisable stock options at September 30, 2025

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 September 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.

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, 2025 and December

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

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of Restricted Stock Award Activity

Number of Restricted Stock Awards

Number of Restricted

Weighted Average Grant Date Fair Value

Unvested restricted stock awards as of December 31, 2024

Unvested restricted stock awards as of June 30, 2025

Unvested restricted stock awards as of September 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

September 30,

Nine Months Ended

September 30,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

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Plan to the physician inventors.

of June 30, 2025, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect

of September 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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Stock Options

Restricted Stock Awards

11 — Stock-Based Compensation - continued

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 $ 0.93 per share and $ 0.80 per share during the six months ended June 30, 2025

average estimated fair value of such stock options of $ 0.90 per share and $ 0.79 per share during the nine months ended September 30,

2025 and 2024, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

of Stock-based Compensation Valuation Assumptions

Six Months Ended June 30,

Nine Months Ended September 30,

Expected term of stock options (in years)

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$ 353 on March 31, 2025 and 2024, respectively, under the Lucid ESPP.

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 June 30, 2025.

A total of 152,408 shares and 136,056 shares of common stock of

Lucid Diagnostics were purchased for proceeds of approximately $ 131 and $ 94 on September 30, 2025 and 2024, respectively, under the Lucid

The Lucid ESPP has a total reservation of 2,500,000 shares of common stock of which 904,371 shares are available for issue as of

September 30, 2025.

12 — Stockholders’ Equity

B Preferred Stock Offering and Exchange

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

of September 30, 2025 and December 31, 2024, there were 44,140 and 44,285 shares, respectively, of Series B Convertible Preferred Stock,

classified in permanent equity, issued and outstanding.

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

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13, 2025 Series B Preferred Stock dividend.

September 3, 2025, an investor of the Series B Preferred Stock converted 145 shares of Series B Preferred Stock at the stated conversion

price of $ 1.2444 for 116,523 shares of the Company’s common stock.

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

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, which grace period was extended

by an additional 180 calendar days (until June 16, 2025).

February 24, 2025, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the closing bid price

of the Company’s common stock had been above the minimum of $1 per share for continued listing on the Nasdaq Capital Market under

Nasdaq Listing Rule 5550(a)(2) for ten consecutive trading days (through February 21, 2025) and accordingly, the Company had regained

compliance with this listing requirement.

of September 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 Stock .

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.

12 — Stockholders’ Equity - continued

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2025 Confidentially Marketed Public Offering

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 approximately $ 1.1 million

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

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 approximately $ 1.1 million of the placement agent’s

fees and other expenses, was approximately $ 16.2 million.

2025 Confidentially Marketed Public Offering

September 11, 2025, the Company closed on the sale of 28,750,000 shares of its common stock at a price of $ 1.00 per share in a confidentially

marketed public offering.

The net proceeds of the offering, after deducting approximately $ 1.8 million of the placement agent’s

fees and other expenses, was approximately $ 27.0 million.

Equity Facility and ATM Facility

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 %

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 September 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

of the CEF, the Company expensed the remaining $ 1,078 of deferred financing fees.

May 30, 2025, the Company entered into a Controlled Equity Offering Agreement (also “ATM” or “At-The-market”

offering) between the Company and Maxim Group LLC for up to $ 25.0 million of its common stock that may be offered and sold from time

In the nine months ended September 30, 2025, the Company sold 215,421 shares through their ATM equity facility for net proceeds

of approximately $ 0.3 million, after payment of 3 % commissions.

13 — Net Loss Per Share

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

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

9 unchanged sentences

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

weighted-average number of shares of common stock outstanding for the 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:

weighted-average number of shares of common stock outstanding for the nine months ended September 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 of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average

number of shares of common stock 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

September 30,

Stock options

12 unchanged sentences

consolidated statements of operations.

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

the three and nine months ended September 30, 2025 and 2024 revenues resulting from the delivery of patient EsoGuard test results was

concentrated in the United States.

The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated

in the United States.

The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in

the United States.

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