Lucid Diagnostics Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on such evaluation, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were effective as of such date to provide reasonable assurance the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13(a)-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; ● provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the U.S., and our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial statements. Due to its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified. Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our system of internal control over financial reporting was effective as of December 31, 2024. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K. Changes to Internal Controls Over Financial Reporting There has been no change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. Other Information During the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 62 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024. Item 11. Executive Compensation The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024. Item 14. Principal Accounting Fees and Services The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024. 63 PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents filed as a part of the report: (1) The following financial statements: Report of Independent Registered Public Accounting Firm (PCAOB ID #688) Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Changes in Stockholders’ Equity (Deficit) Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements (2) The financial statement schedules: Schedules other than those listed above are omitted for the reason they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable. (3) The following exhibits: Incorporation by Reference Exhibit No. Description Form Exhibit No. Date 2.1‡ Asset Purchase Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc., Lucid Diagnostics Inc. and ResearchDx, Inc. 8-K 2.1 3/3/2022 3.1.1 Amended and Restated Certificate of Incorporation S-1/A 3.1 10/7/2021 3.1.2 Amendment to Amended and Restated Certificate of Incorporation 8-K 3.1 6/21/2023 3.1.3 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock 8-K 3.1 3/14/2024 3.1.4 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock 8-K 3.1 5/7/2024 3.2 Amended and Restated Bylaws S-1/A 3.2 10/7/2021 4.1 Description of Registrant’s Securities * 4.2 Common Stock Certificate S-1/A 4.1 10/7/2021 4.3 Form of 2024 Convertible Note 8-K 4.1 11/29/2024 10.1# Lucid Diagnostics Inc. Amended and Restated 2018 Long-Term Incentive Equity Plan. S-8 2/10/2023 10.2.1† Amended and Restated License Agreement, dated as of August 23, 2021, by and between Case Western Reserve University and Lucid Diagnostics Inc. S-1/A 10.2 10/1/2021 10.2.2† First Amendment to Amended and Restated License Agreement, dated as of February 15, 2024, by and between Case Western Reserve University and Lucid Diagnostics Inc. * 10.2.3 Second Amendment to Amended and Restated License Agreement, dated as of November 7, 2024, by and between Case Western Reserve University and Lucid Diagnostics Inc. * 10.3 License Agreement, dated as of May 20, 2019, by and between PAVmed Inc. and Lucid Diagnostics Inc. S-1/A 10.3 10/1/2021 10.4.1 Management Services Agreement, dated as of May 12, 2018, by and between PAVmed Inc. and Lucid Diagnostics Inc. S-1/A 10.4.1 10/7/2021 10.4.2 Amendment to Management Services Agreement, dated as of March 1, 2019, by and between PAVmed Inc. and Lucid Diagnostics Inc. S-1/A 10.4.2 10/7/2021 10.4.3 Second Amendment to Management Services Agreement, dated as of June 5, 2019, by and between PAVmed Inc. and Lucid Diagnostics Inc. S-1/A 10.4.3 10/7/2021 10.4.4 Third Amendment to Management Services Agreement, dated as of July 20, 2020, by and between PAVmed Inc. and Lucid Diagnostics Inc. S-1/A 10.4.4 10/7/2021 10.4.5 Fourth Amendment to Management Services Agreement, dated as of February 1, 2021, by and between PAVmed Inc. and Lucid Diagnostics Inc. S-1/A 10.4.5 10/7/2021 10.4.6 Fifth Amendment to Management Services Agreement, dated as of November 10, 2021, by and between PAVmed Inc. and Lucid Diagnostics Inc. 10-K 10.4.6 3/14/2023 10.4.7 Sixth Amendment to Management Services Agreement, dated as of August 11, 2022, by and between PAVmed Inc. and Lucid Diagnostics Inc. 8-K 10.1 12/2/2022 10.4.8 Seventh Amendment to Management Services Agreement, dated as of May 9, 2023, by and between PAVmed Inc. and Lucid Diagnostics Inc. 10-Q 10.7 5/15/2023 10.4.9 Eighth Amendment to Management Services Agreement, dated as of March 22, 2024, by and between PAVmed Inc. and Lucid Diagnostics Inc. 10-K 10.4.9 3/25/2024 10.4.10 Ninth Amendment to Management Services Agreement, dated as of August 6, 2024, by and between PAVmed Inc. and Lucid Diagnostics Inc. 10-Q 10.2 8/12/2024 10.5 Payroll and Benefit Expense Reimbursement Agreement, dated as of November 30, 2022, by and between PAVmed Inc. and Lucid Diagnostics Inc. 8-K 10.2 12/2/2022 64 Incorporation by Reference Exhibit No. Description Form Exhibit No. Date 10.6# Form of Stock Option Agreement. 10-K 10.9 3/14/2023 10.7# Form of Indemnification Agreement. S-1/A 10.9 10/8/2021 10.8 Quality & Manufacturing Master Services Agreement, dated as of September 1, 2021, by and between Coastline International, Inc. and Lucid Diagnostics Inc. S-1/A 10.11 10/1/2021 10.9# Form of Restricted Stock Agreement. S-1/A 10.12# 10/8/2021 10.10# Employment Agreement with Lishan Aklog, M.D. 8-K 10.1 1/20/2022 10.11# Employment Agreement with Dennis M. McGrath 8-K 10.2 1/20/2022 10.12.1# Employment Agreement with Shaun O’Neil 8-K 10.1 3/23/2022 10.12.2# Amendment to Employment Agreement with Shaun O’Neil 10-K 10.12.2 3/25/2024 10.13# Employment Agreement with Michael Gordon 10-K 10.16 3/14/2023 10.14.1‡ Common Stock Purchase Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc. 8-K 10.1 4/1/2022 10.14.2‡ Registration Rights Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc. 8-K 10.2 4/1/2022 10.15 Controlled Equity Offering SM , dated as of November 23, 2022, by and between Cantor Fitzgerald & Co. and Lucid Diagnostics Inc. S-3 1.2 11/23/2022 10.16.1‡ Form of Securities Purchase Agreement (2024 Convertible Notes) 8-K 10.1 11/29/2024 10.16.2 Form of Registration Rights Agreement (2024 Convertible Notes) 8-K 10.2 11/29/2024 10.16.3 Form of Guaranty (2024 Convertible Notes) 8-K 10.3 11/29/2024 10.16.4‡ Form of Security Agreement (2024 Convertible Notes) 8-K 10.4 11/29/2024 10.17.1 Exchange Agreement, dated as of March 13, 2024, by and between Lucid Diagnostics Inc. and the purchasers of Series B Preferred Stock party thereto 8-K 10.1 3/14/2024 10.17.2 Registration Rights Agreement, dated as of March 13, 2024, by and between Lucid Diagnostics Inc. and the purchasers of Series B Preferred Stock party thereto 8-K 10.2 3/14/2024 10.18 Registration Rights Agreement, dated as of May 6, 2024, by and between Lucid Diagnostics Inc. and the purchasers of Series B-1 Preferred Stock party thereto 8-K 10.2 5/6/2024 10.19# Lucid Diagnostics Inc. Employee Stock Purchase Plan S-8 10.1 3/15/2022 14.1 Code of Ethics 10-K 14.1 3/14/2023 19.1 Insider Trading Policy * 21.1 List of Subsidiaries * 23.1 Consent of Marcum LLP * 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2 Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 97.1 Form of Compensation Clawback Policy 10-K 97.1 3/25/2024 101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. * 104 Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. * * Filed herewith. # Indicates management contract or compensatory plan. † Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. ‡ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The registrant hereby undertakes to furnish a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. Item 16. Form 10-K Summary None 65 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Lucid Diagnostics Inc. March 24, 2025 By: /s/ Dennis M. McGrath Dennis M. McGrath Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes both Lishan Aklog, M.D. and Dennis M. McGrath or either of them acting in the absence of the others, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission. Signature Title Date /s/ Lishan Aklog, M.D. Chairman of the Board of Directors March 24, 2025 Lishan Aklog, M.D. Chief Executive Officer (Principal Executive Officer) /s/ Dennis M. McGrath Chief Financial Officer March 24, 2025 Dennis M. McGrath (Principal Financial and Accounting Officer) /s/ Stanley N. Lapidus Vice Chairman March 24, 2025 Stanley N. Lapidus Director /s/ Debra J. White Director March 24, 2025 Debra J. White /s/ James L. Cox, M.D. Director March 24, 2025 James L. Cox, M.D. /s/ Jacque J. Sokolov, M.D. Director March 24, 2025 Jacque J. Sokolov, M.D. /s/ Ronald M. Sparks Director March 24, 2025 Ronald M. Sparks /s/ Dennis A. Matheis Director March 24, 2025 Dennis A. Matheis 66 LUCID DIAGNOSTICS INC. and SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-2 Consolidated Balance Sheets as of December 31, 202 4 and 202 3 F-3 Consolidated Statements of Operations for the years ended December 31, 202 4 and 202 3 F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 202 4 and 202 3 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 and 202 3 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Lucid Diagnostics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lucid Diagnostics Inc. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2019. New York, NY March 24, 2025 F- 2 LUCID DIAGNOSTICS INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands except number of shares and per share data) December 31, 2024 December 31, 2023 Assets: Current assets: Cash $ 22,358 $ 18,896 Accounts receivable 45 45 Inventory 341 278 Prepaid expenses, deposits, and other current assets 2,404 2,854 Total current assets 25,148 22,073 Fixed assets, net 1,062 1,334 Operating lease right-of-use assets 2,637 1,307 Intangible assets, net 736 1,424 Other assets 1,132 1,132 Total assets $ 30,715 $ 27,270 Liabilities, Preferred Stock and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 1,241 $ 1,146 Accrued expenses and other current liabilities 2,829 3,841 Operating lease liabilities, current portion 854 1,106 Senior Secured Convertible Notes - at fair value 18,600 13,950 Due To: PAVmed Inc. - MSA Fee and operating expenses — 9,339 Total current liabilities 23,524 29,382 Operating lease liabilities, less current portion 1,800 199 Total liabilities 25,324 29,581 Commitments and contingencies - - Stockholders’ Equity: Preferred stock, $ 0.001 par value, 20,000,000 shares authorized; Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 54,419 at December 31, 2024 and Series A and Series A-1 Convertible Preferred Stock, shares issued and outstanding 18,625 at December 31, 2023 54,419 18,625 Common stock, $ 0.001 par value, 300,000,000 and 200,000,000 shares authorized as of December 31, 2024 and December 31, 2023, respectively; 63,071,950 and 42,329,864 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 63 42 Additional paid-in capital 154,675 129,763 Accumulated deficit ( 203,766 ) ( 150,741 ) Total Stockholders’ Equity (Deficit) 5,391 ( 2,311 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 30,715 $ 27,270 See accompanying notes to the consolidated financial statements. F- 3 LUCID DIAGNOSTICS INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except number of shares and per share data) Years Ended December 31, 2024 2023 Revenue $ 4,346 $ 2,428 Operating expenses: Cost of revenue 7,099 5,979 Sales and marketing 16,463 16,404 General and administrative 20,156 19,254 Amortization of acquired intangible assets 688 2,021 Research and development 5,992 7,252 Total operating expenses 50,398 50,910 Operating loss ( 46,052 ) ( 48,482 ) Other income (expense): Interest income 322 424 Interest expense ( 26 ) ( 416 ) Change in fair value - Senior Secured Convertible Note 5,394 ( 2,980 ) Loss on issue and offering costs - Senior Secured Convertible Note — ( 1,186 ) Debt extinguishments loss - Senior Secured Convertible Note ( 5,167 ) ( 26 ) Other income (expense), net 523 ( 4,184 ) Loss before provision for income tax ( 45,529 ) ( 52,666 ) Provision for income taxes — — Net loss attributable to Lucid Diagnostics Inc. $ ( 45,529 ) $ ( 52,666 ) Less: Deemed dividend on Series A and Series A-1 Convertible Preferred Stock ( 7,496 ) — Net loss attributable to Lucid Diagnostics Inc. common stockholders $ ( 53,025 ) $ ( 52,666 ) Net loss per share attributable to Lucid Diagnostics Inc. common stockholders - basic and diluted $ ( 1.05 ) $ ( 1.26 ) Weighted average common shares outstanding, basic and diluted 50,515,773 41,756,129 See accompanying notes to the consolidated financial statements. F- 4 LUCID DIAGNOSTICS INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) for the YEARS ENDED December 31, 2024 and 2023 (in thousands except number of shares and per share data) Preferred Stock Common Stock Additional Paid-In Accumulated Shares Amount Shares Amount Capital Deficit Total Balance as of December 31, 2022 — $ — 40,518,792 $ 41 $ 121,081 $ ( 98,075 ) $ 23,047 Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan — — — — 5,762 — 5,762 Stock-based compensation - PAVmed Inc. 2014 Equity Plan — — — — 1,060 — 1,060 Vest - restricted stock awards — — 303,980 — — — — Conversions - Senior Secured Convertible Note — — 115,388 — 166 — 166 Issuance common stock - APA-RDx - Termination payment — — 553,436 — 713 — 713 Issuance - At-The-Market Facility, net of financing charges — — 230,068 1 283 — 284 Purchase - Employee Stock Purchase Plan — — 508,200 — 551 — 551 Issuance - Series A and Series A-1 Preferred Stock 18,625 18,625 — — — — 18,625 Issue common stock - vendor service agreement — — 100,000 — 147 — 147 Net loss — — — — — ( 52,666 ) ( 52,666 ) Balance as of December 31, 2023 18,625 $ 18,625 42,329,864 $ 42 $ 129,763 $ ( 150,741 ) $ ( 2,311 ) Balance 18,625 $ 18,625 42,329,864 $ 42 $ 129,763 $ ( 150,741 ) $ ( 2,311 ) Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan — — 3,333 — 4 — 4 Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan — — — — 4,183 — 4,183 Stock-based compensation - PAVmed Inc. 2014 Equity Plan — — — — 351 — 351 Vest - restricted stock awards — — 26,912 — — — — Conversions - Senior Secured Convertible Note — — 13,866,867 14 13,468 — 13,482 Purchase - Employee Stock Purchase Plan — — 647,940 1 446 — 447 Issuance - Series A-1 Preferred Stock 5,670 5,670 — — — — 5,670 Exchange - Series A and Series A-1 Preferred Stock ( 24,295 ) ( 24,295 ) — — — ( 7,496 ) ( 31,791 ) Issuance through exchange - Series B and Series B-1 Preferred Stock 31,790 31,790 — — — — 31,790 Issuance through sale- Series B and Series B-1 Preferred Stock 24,129 24,129 — — — — 24,129 Conversions - Series B Preferred Stock ( 1,500 ) ( 1,500 ) 2,075,263 2 1,498 — — Issuance - Due To: PAVmed Inc. Settlement in Common Stock — — 3,331,771 3 4,672 — 4,675 Issue common stock - vendor service agreement — — 790,000 1 640 — 641 Transfer of intellectual property from PAVmed Inc. — — — — ( 350 ) — ( 350 ) Net loss — — — — — ( 45,529 ) ( 45,529 ) Balance as of December 31, 2024 54,419 $ 54,419 63,071,950 $ 63 $ 154,675 $ ( 203,766 ) $ 5,391 Balance 54,419 $ 54,419 63,071,950 $ 63 $ 154,675 $ ( 203,766 ) $ 5,391 See accompanying notes to the consolidated financial statements. F- 5 LUCID DIAGNOSTICS INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands except number of shares and per share data) Years Ended December 31, 2024 2023 Cash flows from operating activities Net loss $ ( 45,529 ) $ ( 52,666 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization expense 1,167 2,499 Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan 4,183 5,762 Stock-based compensation - PAVmed Inc. 2014 Equity Plan 351 1,060 Change in fair value - Senior Secured Convertible Note ( 5,394 ) 2,980 Loss on issue - Senior Secured Convertible Note — 1,111 Debt extinguishment loss - Senior Secured Convertible Note 5,167 26 APA-RDx: Issue common stock - termination payment — 713 Amortization of common stock payment for vendor service agreement 346 23 Changes in operating assets and liabilities: Accounts receivable — ( 28 ) Prepaid expenses and other current assets 1,159 ( 1,160 ) Accounts payable 96 89 Accrued expenses and other current liabilities ( 1,012 ) 2,394 Due To: PAVmed Inc. - operating expenses, employee related costs, MSA Fee ( 4,674 ) 4,380 Net cash flows used in operating activities ( 44,140 ) ( 32,817 ) Cash flows from investing activities Purchase of equipment ( 296 ) ( 221 ) Purchase of intellectual property from PAVmed Inc. ( 350 ) — Net cash flows used in investing activities ( 646 ) ( 221 ) Cash flows from financing activities Proceeds – issue of preferred stock 29,798 18,625 Proceeds – issue of Senior Secured Convertible Notes 21,615 10,000 Payment – repayment of Senior Secured Convertible Note ( 3,616 ) — Proceeds – issue of common stock – At-The-Market Facility — 284 Proceeds – exercise of stock options 4 — Proceeds – issue common stock – Employee Stock Purchase Plan 447 551 Net cash flows provided by financing activities 48,248 29,460 Net increase (decrease) in cash 3,462 ( 3,578 ) Cash, beginning of period 18,896 22,474 Cash, end of period $ 22,358 $ 18,896 See accompanying notes to the consolidated financial statements. F- 6 LUCID DIAGNOSTICS INC. and SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in these accompanying notes are presented in thousands, except number of shares and per-share amounts.) Note 1 — The Company Description of the Business Lucid Diagnostics Inc. (“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage, cancer prevention medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn, acid reflux or simply reflux, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”). Lucid is a non-consolidated subsidiary of PAVmed Inc. (“PAVmed”). EsoGuard is a bisulfite-converted next-generation sequencing (NGS) DNA assay performed on surface esophageal cells collected with EsoCheck. Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS DNA assay. EsoCheck is a FDA 510(k) and CE Mark cleared noninvasive swallowable balloon capsule catheter device capable of sampling surface esophageal cells in a less than a five-minute office procedure. It consists of a vitamin pill-sized rigid plastic capsule tethered to a thin silicone catheter from which a soft silicone balloon with textured ridges emerges, when inflated, to gently swab surface esophageal cells. When vacuum 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. EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”). EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and Barrett’s Esophagus (“BE”), including dysplastic BE and related precursors to EAC in patients with chronic GERD. Note 2 — Liquidity and Going Concern The Company’s management is required to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company generated $ 4.3 million of revenue for the year ended December 31, 2024, however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future. The Company incurred a net loss attributable to Lucid Diagnostics Inc common stockholders of approximately $ 53.0 million and had net cash flows used in operating activities of approximately $ 44.1 million for the year ended December 31, 2024. As of December 31, 2024, the Company had working capital of approximately $ 1.6 million, with such working capital inclusive of the 2024 Convertible Notes classified as a current liability of approximately $ 18.6 million and approximately $ 22.4 million of cash. The 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 consolidated financial statements are issued. F- 7 Note 3 — Summary of Significant Accounting Policies Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc and CapNostics LLC. All intercompany transactions and balances have been eliminated in consolidation. The Company is a non-consolidated subsidiary of PAVmed, which has the ability to exercise significant influence over the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated of fair value of debt obligations, stock-based equity awards, and intangible assets. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. F- 8 Note 3 — Summary of Significant Accounting Policies - continued Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts —The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid 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 considers collection of such consideration to be probable to the extent that it is unconstrained. Performance obligations —A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year. Transaction price —The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both. If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price —The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service. Practical Expedients —The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less. F- 9 Note 3 — Summary of Significant Accounting Policies - continued Inventory The Company carries test supply inventories to support our laboratory activities. The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used. Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. Leases The Company adopted FASB ASC Topic 842, Leases , (“ASC 842”) effective December 31, 2021. All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement: involves the use of a distinct identified asset; provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period; and provides for the right to direct the use of the asset. A lease agreement is accounted for as either a finance lease or an operating lease. Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability. A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 9, Intangible Assets, net , for further information with respect to purchased intangible assets. Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. F- 10 Note 3 — Summary of Significant Accounting Policies - continued Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”). The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2024 and 2023; ● With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2024 and 2023; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 as there have not been dividends paid to-date, and there is no plan to pay dividends for the foreseeable future. The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share. The price per share of PAVmed common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share. Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement , (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2024 and 2023, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. F- 11 Note 3 — Summary of Significant Accounting Policies - continued Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, which was accounted under the “fair value option election” as discussed below. Under a Securities Purchase Agreement dated November 12, 2024, the Company issued Senior Secured Convertible Notes dated November 22, 2024, referred to herein as the “2024 Convertible Notes”, which are accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging , (“ASC 815”), a financial instrument containing embedded features and/or options may be required to be bifurcated from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date. Alternatively, FASB ASC Topic 825, Financial Instruments , (“ASC 825”) provides for the “fair value option” (“FVO”) election. In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. The estimated fair value adjustment of the March 2023 Senior Convertible Note and the 2024 Convertible Notes are presented in a single line item within other income (expense) in the accompanying consolidated statement of operations (as provided for by ASC 825-10-50-30(b)). Further, as required by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the March 2023 Senior Convertible Note and the 2024 Convertible Notes). See Note 11, Financial Instruments Fair Value Measurements , with respect to the FVO election; and Note 12, Debt , for a discussion of the March 2023 Senior Convertible Note and the 2024 Convertible Notes. Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “general and administrative” expenses in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume, which is included in cost of revenues in the accompanying consolidated statements of operations. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. F- 12 Note 3 — Summary of Significant Accounting Policies - continued Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2024 and 2023. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2024, the Company does no t have any unrecognized tax benefits resulting from uncertain tax positions. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no amounts accrued for penalties or interest as of December 31, 2024 and December 31, 2023 or recognized during the years ended December 31, 2024 and 2023. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. Net Loss Per Share The net loss per share is computed by dividing each respective net loss by the number of “basic weighted average common shares outstanding” and “diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible debt, convertible preferred stock, stock options and unvested restricted stock awards granted under the Lucid Diagnostics 2018 Long-Term Incentive Equity Plan. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share for each reporting period presented. JOBS Act EGC Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. F- 13 Note 3 — Summary of Significant Accounting Policies - continued Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance was adopted by the Company on January 1, 2024. The adoption of the ASU did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures. Refer to Note 17, Segment Information for further information on the Company’s reportable segment. Recent Accounting Standards Updates Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update may be applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In 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. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company does not expect the standard to have a significant impact on its consolidated financial statements. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and disclosures. Note 4 — Revenue from Contracts with Customers Revenue Recognized In the year ended December 31, 2024, the Company recognized revenue of $ 4,346 , 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 year ended December 31, 2023 was $ 2,428 , resulting from the delivery of patient EsoGuard test results. Cost of Revenue The 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. In the year ended December 31, 2024, the cost of revenue was $ 7,099 , primarily related to costs for our laboratory operations and EsoCheck device supplies. The Company’s cost of revenue for the year ended December 31, 2023 was $ 5,979 , primarily related to costs for our laboratory operations and EsoCheck device supplies. F- 14 Note 5 — Related Party Transactions The aggregate Due To: PAVmed Inc. for the period indicated is summarized as follows: Schedule of Due To: PA Vmed Inc MSA Fees Employee-Related Costs PAVmed Inc. OBO Payments Total Balance - December 31, 2022 $ 1,650 $ 3,026 $ 284 $ 4,960 MSA fees 9,000 — — 9,000 ERC - Payroll & Benefits — 1,828 — 1,828 On Behalf Of (OBO) activities — — 1,035 1,035 Cash payments to PAVmed Inc. ( 4,500 ) ( 1,691 ) ( 1,293 ) ( 7,484 ) Balance - December 31, 2023 $ 6,150 $ 3,163 $ 26 $ 9,339 MSA Fees Employee-Related Costs PAVmed Inc. OBO Payments Total Balance - December 31, 2023 $ 6,150 $ 3,163 $ 26 $ 9,339 MSA fees 11,300 — — 11,300 ERC - Benefits — 1,888 — 1,888 On Behalf Of (OBO) activities — — 779 779 Cash payments to PAVmed Inc. ( 15,800 ) ( 2,026 ) ( 805 ) ( 18,631 ) Payment to PAVmed Inc. settled in LUCD stock ( 1,650 ) ( 3,025 ) — ( 4,675 ) Balance - December 31, 2024 $ — $ — $ — $ — PAVmed - Management Services Agreement The 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. 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. In March 2024, PAVmed and the Company were authorized by their respective boards of directors to enter, and they did enter, into an eighth amendment to the MSA. Under this amendment, the monthly fee due from the Company to PAVmed was increased from $ 750 to $ 833 , effective January 1, 2024. In August 2024, PAVmed and the Company were authorized by their respective boards of directors to enter, and they did enter, into a ninth amendment to the MSA. Under this amendment, the monthly fee due from the Company to PAVmed was increased from $ 833 to $ 1,050 , effective July 1, 2024. During the year ended December 31, 2023, MSA fees were $ 750 per month. Currently, under the terms of PAVmed’s outstanding convertible debt, PAVmed is required to elect to receive such payments in cash. On January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock. The MSA Fee expense classification in the consolidated statement of operations for the periods noted is as follows: Schedule of MSA Fee Expense Classification in Statements of Operations Years Ended December 31, 2024 2023 Sales & Marketing $ 581 $ 436 General & Administrative 8,113 6,350 Research & Development 2,606 2,214 Total MSA Fee $ 11,300 $ 9,000 The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses. In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, and other employees and activities classified as general and administrative. Transfer of Intellectual Property from PAVmed On September 27, 2024, the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent rights to the Company related to the EsoCheck device. In consideration of the assignment the Company agreed to pay PAVmed a $ 350 assignment fee. F- 15 Note 6 — Prepaid Expenses, Deposits, and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets December 31, 2024 December 31, 2023 Advanced payments to service providers and suppliers $ 581 $ 266 Prepaid insurance 443 607 Deposits 1,020 1,981 Subscribed amounts due from investors 360 — Total prepaid expenses, deposits and other current assets $ 2,404 $ 2,854 Note 7 — Fixed Assets Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2024 December 31, 2023 Computer and office equipment 2 - 5 years $ 269 $ 252 Laboratory equipment 3 - 7 years 1,765 1,702 Furniture and fixtures 3 - 5 years 145 146 Leasehold improvements - (1) 30 1 Total Fixed Assets 2,209 2,101 Less Accumulated Depreciation ( 1,147 ) ( 767 ) Total Fixed Assets, net $ 1,062 $ 1,334 (1) Lesser of remaining lease term or estimated useful life. Depreciation expense of $ 479 and $ 478 for the years ended December 31, 2024 and 2023, respectively, is included in general and administrative expenses in the accompanying consolidated statements of operations. Note 8 — Leases During the year ended December 31, 2024, the Company entered into additional lease agreements that have commenced and are classified as operating leases, including in June 2024, the Company exercised a renewal option to extend the lease term on its central laboratory in California for an additional three years, through December 31, 2027. The aggregate (undiscounted) rent payments are approximately $ 2.6 million over the extended lease term. The components of lease expense were as follows: Schedule of Components of Lease Expense Year Ended December 31, 2024 2023 Operating lease cost $ 1,168 $ 1,214 Short-term lease cost 74 87 Variable lease cost 62 58 Total lease cost $ 1,304 $ 1,359 F- 16 Note 8 — Leases - continued The Company’s future lease payments as of December 31, 2024, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Lease Payments of Operating Lease Liabilities 2025 $ 1,025 2026 979 2027 940 2028 19 2029 — Total lease payments $ 2,963 Less: imputed interest ( 309 ) Present value of lease liabilities $ 2,654 Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Cash Flow Supplemental Information Years Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,148 $ 1,207 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,347 $ 380 Weighted-average remaining lease term - operating leases (in years) 2.95 1.39 Weighted-average discount rate - operating leases 7.875 % 7.875 % As of December 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases were $ 2,637 and $ 1,307 , respectively, which are reported in operating lease right-of-use assets in the consolidated balance sheets. As of December 31, 2024 and December 31, 2023, the Company had outstanding operating lease obligations of $ 2,654 and $ 1,305 , respectively, of which $ 854 and $ 1,106 , respectively, are reported in operating lease liabilities, current portion and $ 1,800 and $ 199 , respectively, are reported in operating lease liabilities less current portion in the Company’s consolidated balance sheets. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open market. F- 17 Note 9 — Intangible Assets, net Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life December 31, 2024 December 31, 2023 Defensive technology 60 months $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 months 3,200 $ 3,200 Total Intangible assets 5,305 5,305 Less Accumulated Amortization ( 4,569 ) ( 3,881 ) Intangible Assets, net $ 736 $ 1,424 Amortization expense of the intangible assets discussed above was $ 688 and $ 2,021 for the years ended December 31, 2024 and 2023, respectively, and is included in amortization of acquired intangible assets in the accompanying consolidated statements of operations. As of December 31, 2024, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: Schedule of Future Amortization Expense 2025 $ 421 2026 315 Total $ 736 Note 10 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2024 December 31, 2023 Compensation and Employee Benefits $ 1,479 $ 1,178 CWRU Amended License Agreement - Royalty fee 64 96 Operating expenses 869 2,018 Other 417 549 Total accrued expenses and other current liabilities $ 2,829 $ 3,841 Note 11 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2024 2024 Convertible Notes $ — $ — $ 18,600 $ 18,600 Totals $ — $ — $ 18,600 $ 18,600 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2023 March 2023 Senior Convertible Note $ — $ — $ 13,950 $ 13,950 Totals $ — $ — $ 13,950 $ 13,950 1 There were no transfers between the respective Levels during the year ended December 31, 2024. As discussed in Note 12, Debt , the Company issued a Senior Secured Convertible Note dated March 21, 2023 with a $ 11.1 million face value principal (“March 2023 Senior Convertible Note”). The convertible note is accounted for under the fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. F- 18 Note 11 — Financial Instruments Fair Value Measurements - continued As discussed in Note 12, Debt , the Company issued Senior Secured Convertible Notes dated November 22, 2024 with a $ 21.975 million face value principal (“2024 Convertible Notes”). The convertible notes are accounted for under the fair value option (“FVO”) election, wherein, the financial instruments are initially measured at their issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The estimated fair value of the 2024 Convertible Notes as of each November 22, 2024 and December 31, 2024, and the March 2023 Senior Convertible Note as of December 31, 2023 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: Schedule of Fair Value Assumption Used March 2023 Senior Convertible Note: December 31, 2023 2024 Convertible Notes: November 22, 2024 2024 Convertible Notes: December 31, 2024 Fair Value $ 13,950 $ 21,975 $ 18,600 Face value principal payable $ 11,019 $ 21,975 $ 21,975 Required rate of return 10.00 % 28.50 % 29.00 % Conversion Price $ 5.00 $ 1.00 $ 1.00 Value of common stock $ 1.10 $ 1.00 $ 0.819 Expected term (years) 1.22 5.00 4.90 Volatility 60.00 % 40.00 % 40.00 % Risk free rate 4.56 % 4.21 % 4.28 % Dividend yield — % — % — % The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the volatility of similar entities within the medical device industry. Changes in these assumptions can materially affect the estimated fair values. Note 12 — Debt The fair value and face value principal outstanding of the 2024 Convertible Notes as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value 2024 Convertible Notes November 22, 2029 12.000 % $ 1.00 $ 21,975 $ 18,600 Balance as of December 31, 2024 $ 21,975 $ 18,600 The fair value and face value principal outstanding of the March 2023 Senior Convertible Note (redeemed on November 22, 2024) as of December 31, 2023: Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 13,950 Balance as of December 31, 2023 $ 11,019 $ 13,950 F- 19 Note 12 — Debt - continued The changes in the fair value of debt during the year ended December 31, 2024 is as follows: Schedule of Changes in Fair Value of Debt March 2023 Senior Convertible Note 2024 Convertible Notes Sum of Balance Sheet Fair Value Components Other Income (expense) Fair Value - December 31, 2023 $ 13,950 $ — $ 13,950 $ — Face value principal – issue date — 21,975 21,975 $ — Fair value adjustment – issue date Installment repayments – common stock ( 8,365 ) — ( 8,365 ) — Non-installment payments – common stock ( 912 ) — ( 912 ) — Change in fair value ( 2,019 ) ( 3,375 ) ( 5,394 ) 5,394 Principal repayments - cash ( 2,654 ) — ( 2,654 ) — Fair Value at December 31, 2024 $ — $ 18,600 $ 18,600 — Other Income (Expense) - Change in fair value – year ended December 31, 2024 $ 5,394 The changes in the fair value of debt during the year ended December 31, 2023 is as follows: March 2023 Senior Convertible Note Other Income (expense) Fair Value - December 31, 2022 $ — $ — Fair Value - Beginning Balance $ — $ — Face value principal – issue date 11,111 $ — Fair value adjustment – issue date 789 ( 789 ) Installment repayments – common stock ( 92 ) — Non-installment payments – common stock ( 49 ) — Change in fair value 2,191 ( 2,191 ) Fair Value at December 31, 2023 $ 13,950 — Fair Value - Ending Balance $ 13,950 — Other Income (Expense) - Change in fair value – year ended December 31, 2023 $ ( 2,980 ) F- 20 Note 12 — Debt - continued March 2023 Senior Secured Convertible Note Lucid 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. Under 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 (subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of March 21, 2025 . The March 2023 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s election. The March 2023 Senior Convertible Note proceeds were $ 9.925 million after deducting a $ 1.186 million lender fee and offering costs. The lender fee and offering costs were recognized as of the March 21, 2023 issue date as a current period expense in other income (expense) in the Company’s consolidated statement of operations. During the period from March 21, 2023 to September 20, 2023, the Company was required to pay interest expense only (on the $ 11.1 million face value principal), at 7.875 % per annum, computed on a 360 day year. The Company paid cash interest expense of $ 391 for the year ended December 31, 2023. Commencing September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including March 14, 2025 (each referred to as an “Installment Date”); and on the March 21, 2025 maturity date, the Company will be required to make a principal repayment of $ 292 together with accrued interest thereon, with such 38 payments referred to herein as the “Installment Amount”, settled in shares of common stock of the Company, subject to customary equity conditions, including minimum share price and volume thresholds, or at the election of the Company, in cash, in whole or in part. In addition to the Installment Amount repayments, the Holder was able to elect to accelerate the conversion of future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment Date conversion price. The payment of all amounts due and payable under this senior convertible note was guaranteed by all of Lucid Diagnostics’ subsidiaries; and the obligations under this senior convertible note were secured by all of the assets of Lucid Diagnostics and its subsidiaries. Lucid was subject to certain customary affirmative and negative covenants regarding the rank of the note, along with the incurrence of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. Lucid was subject to financial covenants requiring: (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) the Company’s market capitalization to at no time be less than $30 million. The 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, subject to a conversion price floor of $0.30. The notes are also subject to certain provisions that may require redemption upon the occurrence of an event of default, a change of control, or certain equity issuances. In the year ended December 31, 2024, approximately $ 8,365 of principal repayments along with approximately $ 912 of interest expense thereon, were settled through the issuance of 13,866,867 shares of common stock of the Company, with such shares having a fair value of approximately $ 13,482 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). The conversions resulted in debt extinguishment losses of $ 4,205 in the year ended December 31, 2024. In addition to principal payments through conversions, the Company redeemed the March 2023 Senior Convertible Note for $ 3,616 , which included an additional $ 962 of debt extinguishment loss in the year ended December 31, 2024. November 2024 Senior Convertible Note On 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 approximately $ 0.4 million of subscription receivable currently included in prepaid expenses, deposits, and other current assets on the Company’s consolidated balance sheets. Subsequent to December 31, 2024, the Company received the entire $ 0.4 million of subscription receivable. The material terms of the 2024 Convertible Notes, upon issuance, are as follows: Each 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). The 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. F- 21 Note 12 — Debt - continued Each 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. The 2024 Convertible Notes are secured by a lien on all the Company’s present and future tangible and intangible property and assets. The 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 %. Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, and the consummation of fundamental transactions where the aggregate consideration payable in respect thereof, as determined on a per share of the Company’s common stock basis, has a fair market value that is less than $1.50, among other customary matters. Under the 2024 Convertible Notes, the Company is subject to a financial covenant requiring that the amount of its available cash equal or exceed $5.0 million at all times that at least 25% of the principal amount of 2024 Convertible Notes issued are outstanding. The Company was in compliance with all covenants as of December 31, 2024. Certain 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. The Company agreed that it will, within 120 days following the closing of the offering of the 2024 Convertible Notes, 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. Subsequent to December 31, 2024, 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. The 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). Note 13 — Stock-Based Compensation Lucid Diagnostics 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee. A total of 14,324,038 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan, with 866,463 shares available for grant as of December 31, 2024. The share reservation is not diminished by a total of 523,300 stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2024. 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. F- 22 Note 13 — Stock-Based Compensation - continued Lucid Diagnostics Stock Options Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 - Granted (1) 3,618,000 $ 1.32 Exercised — $ — Forfeited ( 678,994 ) $ 2.75 Outstanding stock options at December 31, 2023 5,504,383 $ 2.00 8.5 $ 765 Granted (1) 3,733,000 $ 1.21 Exercised ( 3,333 ) $ 1.31 Forfeited ( 587,292 ) $ 1.59 Outstanding stock options at December 31, 2024 (3) 8,646,758 $ 1.68 8.1 $ 199 Vested and exercisable stock options at December 31, 2024 4,918,408 $ 2.02 7.5 $ 198 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2024 and December 31, 2023 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above are inclusive of 523,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2024 and 2023. On February 22, 2024, the Company granted 2,895,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise price of $ 1.25 . Each option will vest one-third after one year then ratably over the next eight quarters. Subsequent to December 31, 2024, on February 20, 2025, the Company granted 1,306,000 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. Lucid Diagnostics Restricted Stock Awards Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2022 2,091,420 $ 11.44 Granted 550,000 1.29 Vested ( 303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of December 31, 2023 2,337,440 $ 8.99 Granted 1,600,000 1.03 Vested ( 26,912 ) 4.56 Forfeited ( 13,088 ) 4.56 Unvested restricted stock awards as of December 31, 2024 3,897,440 $ 5.77 In May 2024, a total of 1,600,000 restricted stock awards were granted to management under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 1.5 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics Inc. common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The vesting of the restricted stock awards vest on a single vest date of May 20, 2026. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. Subsequent to December 31, 2024, on February 20, 2025, a total of 2,686,800 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $ 4.0 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics Inc. common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The vesting of the restricted stock awards vest on a single vest date of May 20, 2028. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. F- 23 Note 13 — Stock-Based Compensation - continued PAVmed Inc. 2014 Equity Plan The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above). Stock-Based Compensation Expense The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2024 2023 Years Ended December 31, 2024 2023 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 120 $ 63 Lucid Diagnostics 2018 Equity Plan – sales and marketing 1,221 948 Lucid Diagnostics 2018 Equity Plan - general and administrative 2,325 4,455 Lucid Diagnostics 2018 Equity Plan - research and development 517 296 PAVmed 2014 Equity Plan - cost of revenue 44 37 PAVmed 2014 Equity Plan - sales and marketing 144 463 PAVmed 2014 Equity Plan - general and administrative 5 173 PAVmed 2014 Equity Plan - research and development 158 387 Total stock-based compensation expense $ 4,534 $ 6,822 The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician inventors. F- 24 Note 13 — Stock-Based Compensation - continued As of December 31, 2024, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Expense Weighted Average Remaining Service Period (Years) Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,016 1.8 Restricted Stock Awards $ 1,565 1.3 PAVmed 2014 Equity Plan Stock Options $ 86 1.5 Stock-based 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 $ 0.79 per share and $ 0.88 per share during the years ended December 31, 2024 and 2023, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Schedule of Stock-based Compensation Valuation Assumptions 2024 2023 Year Ended December 31, 2024 2023 Expected term of stock options (in years) 5.7 5.6 Expected stock price volatility 73 % 74 % Risk free interest rate 4.3 % 3.9 % Expected dividend yield — % — % Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”) A total of 511,884 shares and 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 353 and $ 276 on March 31, 2024 and 2023, respectively, under the Lucid ESPP. A total of 136,056 and 276,213 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 94 and $ 275 on September 30, 2024 and 2023, respectively, under the Lucid ESPP. The Lucid ESPP has a total reservation of 1,500,000 shares of common stock of which 259,830 shares are available for issue as of December 31, 2024. 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. Note 14 — Stockholders’ Equity Series B Preferred Stock Offering and Exchange On March 13, 2024, the Company entered into subscription agreements (each, a “Series B Subscription Agreement”) and exchange agreements (each, a “Series B Exchange Agreement”) with certain accredited investors (collectively, the “Series B Investors”), which agreements provided for (i) the sale to the Series B Investors of 12,495 shares of newly designated Series B Convertible Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), at a purchase price of $ 1,000 per share, and (ii) the exchange by the Series B Investors of 13,625 shares of Lucid Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”), and 10,670 shares of Lucid Series A-1 Convertible Preferred Stock, par value $ 0.001 per share (the “Series A-1 Preferred Stock”), held by them for 31,790 shares of Series B Preferred Stock (collectively, the “Series B Offering and Exchange”). Prior to the execution of the Series B Subscription Agreements and the Series B Exchange Agreements, the Company entered into subscription agreements with certain of the Series B Investors providing for the sale to such investors of 5,670 shares of Series A-1 Preferred Stock, at a purchase price of $ 1,000 per share, which shares the investors immediately agreed to exchange for shares of Series B Preferred Stock pursuant to the Series B Exchange Agreements (and are included in the 10,670 shares of Series A-1 Preferred Stock set forth above). Each share of the Series B Preferred Stock has a stated value of $ 1,000 and a conversion price of $ 1.2444 . The terms of the Series B Preferred Stock also include a one times preference on liquidation and a right to receive dividends equal to 20 % of the number of shares of our common stock into which such Series B Preferred Stock is convertible, payable on the one-year and two-year anniversary of the issuance 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. 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). F- 25 Note 14 — Stockholders’ Equity - continued As a result of 100% of the then-outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock being exchanged for shares of Series B Preferred Stock in the Series B Offering and Exchange, no shares of Series A Preferred Stock or Series A-1 Preferred Stock remain outstanding. In connection with the issuance, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”). The key terms of the Series B Preferred Stock are as follows: Each share of Series B Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations into such number of shares of the Company’s common stock, equal to the number of Series B Preferred Shares to be converted, multiplied by the stated value of $ 1,000 (the “Stated Value”), divided by the conversion price in effect at the time of the conversion. The initial conversion price is $ 1.2444 , subject to adjustment in the event of stock splits, stock dividends, and similar transactions. The Series B Preferred Stock is convertible into shares of our common stock at any time at the option of the holder from and after the six-month anniversary of its issuance, and automatically converts into shares of our common stock on March 13, 2026, the second anniversary of its issuance at a conversion price of $ 1.2444 , and the Series B Preferred Stock is a voting security (subject to applicable ownership limitations). In addition, the Series B Preferred Stock issued in exchange for Series A Preferred Stock and Series A-1 Preferred Stock may be converted, at the election of the Company at any time after the six-month anniversary of the issuance of such shares of Series B Preferred Stock, upon written notice given to the holders of such shares, if the volume weight average price of our common stock has been at least $ 8.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of 30 consecutive trading days ending within 15 trading days prior to the date on which such notice is given (subject to certain limited exceptions) (a “VWAP-Based Mandatory Conversion”). The Series B Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not by its terms senior to or pari passu with the Series B Preferred Stock. Each 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 Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined in the Certificate of Designation), the holders of shares of Series B Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock immediately prior to such event. The Series B Preferred Stock is a voting security (subject to applicable ownership limitations). The Company will not effect any conversion of the Series B Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Series B Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s outstanding common stock). The Company and the investors in the offering also executed a registration rights agreement (the “Series B Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series B Preferred Stock. The Company filed such registration statement on Form S-3 with the SEC (file number 333-280650), which filing became effective on July 18, 2024, covering the resale of the shares of Common Stock issuable pursuant to the Series B and Series B-1 Preferred Stock. Series B-1 Preferred Stock Offering On May 6, 2024, the Company issued approximately 11,634 shares of newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred Stock”). The terms of the Series B-1 Preferred Stock are substantially identical to the terms of the Series B Preferred Stock, except that the Series B-1 Preferred Stock has a conversion price of $ 0.7228 and is not subject to a VWAP-Based Mandatory Conversion. The aggregate gross proceeds from the sale of shares in such offering were $ 11.6 million. 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. F- 26 Note 14 — Stockholders’ Equity - continued Series A Preferred Stock Offering On March 7, 2023, the Company issued 13,625 shares of newly designated Series A Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”). The terms of the Series A Preferred Stock were substantially identical to the terms of the Series B-1 Preferred Stock, except that the Series A Preferred Stock had a conversion price of $ 1.394 and was not a voting security. The aggregate gross proceeds from the sale of shares in such offering were $ 13.6 million. As noted above, on March 13, 2024, 100% of the then-outstanding shares of Series A Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange. As a result, no shares of Series A Preferred Stock remain outstanding. Series A-1 Preferred Stock Offering On October 17, 2023, the Company issued 5,000 shares of newly designated Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”). The terms of the Series A-1 Preferred Stock were substantially identical to the terms of the Series A Preferred Stock, except that the Series A-1 Preferred Stock has a conversion price of $ 1.2592 . The aggregate gross proceeds from the sale of shares in such offering were $ 5.0 million. On March 13, 2024, the Company issued an additional 5,670 shares of Series A-1 Preferred Stock. As noted above, on March 13, 2024, 100% of the then-outstanding shares of Series A-1 Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange. As a result, no shares of Series A-1 Preferred Stock remain outstanding. Deemed Dividend on Series A and Series A-1 Convertible Preferred Stock Exchange Offer The fair value of the consideration given in the form of the issue of 31,790 shares of Series B Convertible Preferred Stock, with such fair value recognized as the carrying value of such issued shares of Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished Series A and Series A-1 Convertible Preferred Stock (carrying value of $ 24,294 ), resulting in an excess of fair value of $ 7.5 million recognized as a deemed dividend charged to accumulated deficit in the consolidated balance sheet on March 13, 2024, with such deemed dividend included as a component of net loss attributable to common stockholders, summarized as follows: Schedule of Net Loss Attributable to Common Stockholders Series B Convertible Preferred Stock Issuance and Series A/A-1 Exchange Offer March 13, 2024 Fair Value - 31,790 shares of Series B Preferred Stock issued in exchange for Series A and Series A-1 Preferred Stock $ 31,790 Less: Carrying value related to Series A and Series A-1 Preferred Stock Exchanged for Series B Preferred Stock (of 24,295 shares) ( 24,294 ) Deemed Dividend Charged to Accumulated Deficit $ 7,496 Lucid Diagnostics Common Stock In July 2024, the Company received shareholder approval to amend its certificate of incorporation, as amended, to increase the total number of shares of common stock the Company is authorized to issue by 100 million shares from 200 million shares to 300 million shares. An amendment effecting such change was filed with the Secretary of State of Delaware on July 23, 2024. Additionally in July 2024, the Company’s shareholders approved, for purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”) the issuance of shares of the Company’s common stock under the Series B Convertible Preferred Stock (“Series B Preferred Stock”) sold by the Company in a private offering in March 2024 and the Series B-1 Convertible Preferred Stock (“Series B-1 Preferred Stock”) sold by the Company in a private offering in May 2024. Each of the Series B and Series B-1 Preferred Stock is a voting security. On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote on an “as converted” basis after applying the beneficial ownership limitations described in the Series B and B-1 Preferred Stock Offering above. As of December 31, 2024 and December 31, 2023, there were 63,071,950 and 42,329,864 shares of common stock issued and outstanding, respectively. On September 10, 2024, following preferred equity transactions completed by the Company earlier in 2024 and the termination of voting proxies entered into between PAVmed and certain shareholders of the Company, PAVmed’s voting interest in the Company was reduced to less than 50.0%, resulting in the loss of a controlling financial interest. However, PAVmed retains the ability to exercise significant influence over Lucid. As of December 31, 2024, PAVmed holds 31,302,444 shares of the Company’s common stock. On January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock. Substantially all of such shares were distributed by PAVmed to its shareholders on February 15, 2024. F- 27 Note 14 — Stockholders’ Equity - continued On June 21, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days (through June 20, 2024), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until December 18, 2024) to regain compliance, which grace period was extended by an additional 180 calendar days (until June 16, 2025). On 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. In the year ended December 31, 2024, the Company issued 790,000 shares of common stock to vendors in exchange for $ 641 of agreed upon services, which is included in general and administrative operating expenses on the Company’s consolidated statement of operations. Subsequent to December 31, 2024, on March 5, 2025, the Company closed on the sale of 13,939,331 shares of its common stock at a price of $ 1.10 per share. The net proceeds of the offering, after deducting the estimated placement agent’s fees and other expenses, was approximately $ 14.5 million. Also subsequent to December 31, 2024, on or about March 13, 2025, the Company issued 7,117,463 shares of its common stock as a dividend to the holders of its Series B Preferred Stock (in accordance with the terms of such preferred stock), which shares represent 20 % of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holders on March 13, 2025. Committed 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. 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 December 31, 2024. 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. In November 2022, the Company entered into an “at-the-market offering” (“ATM”) for up to $ 6.5 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Cantor. Cumulatively a total of 230,068 shares of Lucid Diagnostics’ common stock were issued through the at-the-market equity facility for net proceeds of approximately $ 0.3 million, after payments of 3 % commissions, as of December 31, 2024. Effective as of March 4, 2025, the Company terminated the prospectus supplement for the “at-the-market offering”. The Company will not make any sales of common stock in such offering unless and until a new prospectus or prospectus supplement is filed. Note 15 — Income Taxes Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense 2024 2023 Years Ended December 31, 2024 2023 Current Federal, State and Local $ — $ — Deferred Federal ( 8,033 ) ( 9,281 ) State and Local ( 2,173 ) ( 6,897 ) Current and Deferred tax (benefit) expense ( 10,206 ) ( 16,178 ) Less: Valuation allowance reserve 10,206 16,178 Income tax (benefit) expense $ — $ — F- 28 Note 15 — Income Taxes - continued The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Reconciliation of Federal Statutory Income Tax Rate 2024 2023 Years Ended December 31, 2024 2023 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.1 % 6.4 % Permanent differences ( 1.9 )% ( 1.3 )% Tax credits 0.4 % 1.5 % Revaluation of state deferred taxes 0.8 % — % Federal deferred true-up ( 0.8 )% ( 0.7 )% State deferred true-up ( 3.2 )% 3.8 % Valuation allowance ( 22.4 )% ( 30.7 )% Effective tax rate — % — % The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Net Deferred Tax Assets 2024 2023 Years Ended December 31, 2024 2023 Deferred Tax Assets Net operating loss $ 39,472 $ 29,059 Debt issue costs — 55 Stock-based compensation expense 7,659 7,984 Accrued expenses 154 111 Depreciation & amortization 755 790 Lease liabilities 736 — Research and development expenditures 3,107 3,109 Research and development tax credit carryforwards 1,225 1,062 Deferred tax assets $ 53,108 $ 42,170 Deferred Tax Liabilities Operating leases right-of-use assets ( 732 ) — Deferred Tax Liabilities $ ( 732 ) $ — Deferred tax assets, net of deferred tax liabilities 52,376 42,170 Less: valuation allowance ( 52,376 ) ( 42,170 ) Deferred tax assets, net after valuation allowance $ — $ — F- 29 Note 15 — Income Taxes - continued Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted. As required by FASB ASC Topic 740, Income Taxes, (“ASC 740”), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2024 and 2023. Lucid Diagnostics has federal and state net operating loss (“NOL”) carryforwards, available to reduce future taxable income, if any, as of December 31, 2024 and 2023, as follows: federal NOL carryforward of approximately $ 144.8 million and $ 103.5 million, respectively, with such federal NOL carryforward not having a statutory expiration date; and state NOL carryforward of approximately $ 134.6 million and $ 103.5 million, respectively, with such state NOL carryforward having statutory expiration dates commencing in 2037 . The Company has not yet conducted a formal analysis and the NOL carryforward may be subject-to limitation under U.S. Internal Revenue Code (“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under such IRC Section 382). As of October 14, 2021, Lucid Diagnostics filed its Federal income tax returns on a stand-alone legal entity basis but filed combined unitary state tax returns with PAVmed. As of September 10, 2024, Lucid Diagnostics no longer qualifies to be included in PAVmed’s combined unitary state tax returns and will file on a stand-alone legal entity basis. For all periods presented, the deferred tax asset net of valuation allowance, income tax expense and /or an uncertain tax position, if any; is determined based on Lucid Diagnostics stand-alone legal entity assumed filing of separate income tax returns in all jurisdictions. The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2018 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company has not recognized any penalties or interest related to its income tax provision. F- 30 Note 16 — Net Loss Per Share The Net loss per share basic and diluted for the respective periods indicated is as follows: Schedule of Net Loss Per Share Basic and Diluted 2024 2023 Years Ended December 31, 2024 2023 Numerator Net loss $ ( 45,529 ) $ ( 52,666 ) Deemed dividend on Series A and Series A-1 Convertible Preferred Stock ( 7,496 ) — Net loss attributable to Lucid Diagnostics Inc. common stockholders $ ( 53,025 ) $ ( 52,666 ) Denominator Weighted average common shares outstanding, basic and diluted 50,515,773 41,756,129 Net loss per share (1) Net loss per share - basic and diluted $ ( 1.05 ) $ ( 1.26 ) (1) - Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2024 and 2023 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all years presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows: Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share 2024 2023 December 31, 2024 2023 Stock options 8,646,758 5,504,383 Unvested restricted stock awards 3,897,440 2,337,440 Preferred stock 49,607,115 13,744,812 Total 62,151,313 21,586,635 Note 17 — Segment Information Lucid’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income(loss) to assess segment profit or loss, allocate resources and assess performance. The Company manages the business activities on a consolidated basis and operates in one reportable segment. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. The Company’s significant segment expenses and other segment items align with the financial statements line items presented in its the consolidated statements of operations. During the years ended December 31, 2024 and 2023 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. F- 31