What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-11-12 · 410 added, 550 removed, 494 unchanged (66% of the section changed)

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

September 30, 2024

March 31, 2025

December 31, 2024

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Operating lease liabilities, current portion

Senior Secured Convertible Note - at fair value

- MSA Fee and operating expenses

Senior Secured Convertible Notes - at fair value

Total current liabilities

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Total liabilities

Commitments and contingencies

Stockholders’ Equity:

Commitments and contingencies (Note 8)

Stockholders’ Equity (Deficit):

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

Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 55,919 at September 30, 2024 and Series A and Series A-1 Convertible Preferred Stock, shares issued and outstanding 18,625 at December 31, 2023

Common stock, $ 0.001

par value, 300,000,000

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

and 42,329,864

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

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

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

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

Additional paid-in capital

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

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Change in fair value - Senior Secured Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

Debt extinguishments loss - Senior Secured Convertible Note

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

Series B Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2024

the THREE MONTHS ENDED March 31, 2025 and 2024

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

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of June 30, 2024

Additional Paid-In

Balance as of December 31, 2024

$ ( 203,766 )

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

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2014 Equity Plan

Conversions - Senior Secured Convertible Note

Purchase - Employee Stock Purchase Plan

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

Issuance - Interest payment paid in stock

Issuance - Registered Direct Offering, net of fees

Issuance - Dividend on Series B Preferred Stock

Balance as of March 31, 2025

$ ( 239,784 )

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Additional Paid-In

Balance as of December 31, 2023

$ ( 150,741 )

Exercise - stock options - Lucid Diagnostics Inc.

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Exchange - Series A and Series A-1 Preferred Stock

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

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

Issuance through exchange - Series B Preferred Stock

Issuance through sale- Series B Preferred Stock

Issuance - Due To:

Settlement in Common Stock

Issue common stock - vendor service agreement

Transfer of intellectual property from PAVmed Inc.

Balance as of September 30, 2024

$ ( 192,225 )

accompanying notes to the unaudited condensed consolidated financial statements.

DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

the THREE AND NINE MONTHS ENDED September 30, 2023

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

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of June 30, 2023

$ ( 125,703 )

Exercise - stock options - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - Lucid Diagnostics Inc.

Stock-based compensation - PAVmed Inc.

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

CapNostics, LLC

APA-RDx - Installment Payment

Issuance - Committed Equity Facility, net of deferred financing charges

Purchase - Employee Stock Purchase Plan

Issue common stock - vendor service agreement

Balance as of September 30, 2023

$ ( 139,911 )

Additional Paid-In Capital

Accumulated Deficit

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Balance as of December 31, 2022

Stock-based compensation - Lucid Diagnostics Inc.

2018 Equity Plan

Stock-based compensation - PAVmed Inc.

2014 Equity Plan

Vest - restricted stock awards

Conversions - Senior Secured Convertible Note

Issuance common stock - APA-RDx - Termination payment

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

Purchase - Employee Stock Purchase Plan

Issuance - Series A Preferred Stock

Issue common stock - vendor service agreement

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 168,849 )

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

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Change in fair value - Senior Secured Convertible Note

Loss on issue - Senior Secured Convertible Note

Debt extinguishment loss - Senior Secured Convertible Note

Issue common stock - termination payment

Amortization of common stock payment for vendor service agreement

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Purchase of equipment

Purchase of intellectual property from PAVmed Inc.

Net cash flows used in investing activities

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Proceeds – issue of preferred stock

Proceeds – issue of Senior Convertible Note

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

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

Proceeds – issue of Senior Secured Convertible Notes

Proceeds – exercise of stock options

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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.

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

Cell Collection Device, constitutes the first and only commercially available diagnostic test capable of serving as a widespread testing

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

is a commercial-stage, cancer prevention

medical diagnostics company.

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

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

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

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proprietary EsoGuard NGS DNA assay.

is a FDA 510(k) and CE Mark cleared noninvasive swallowable balloon capsule catheter device capable of sampling surface esophageal cells

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.

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.

The Company believes that this proprietary Collect+Protect™ technology

makes EsoCheck the only noninvasive esophageal cell collection device capable of such anatomically targeted and protected sampling.

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

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

It consists of a vitamin sized

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

emerges to gently swab surface esophageal cells.

When suction is applied, the balloon and sampled cells are

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

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

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conducting clinical trials.

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

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

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

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

As of September

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

Note classified as a current liability of approximately $ 10.2 million and approximately $ 14.5 million of cash.

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

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

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

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

million for the three months ended March 31, 2025.

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

$ 9.0 million, with

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

million and approximately $ 25.2 million of

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

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

The net proceeds of the offering, after deducting the

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

Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon generating

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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.

The Company manages its operations as a single operating

segment for the purposes of assessing performance and making operating decisions.

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

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

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

of the consolidated results to be expected for the year ending December 31, 2024 or for any other interim period or for any other future

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial

information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto

as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March

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

consolidated results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future periods.

The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information

should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and

for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 24, 2025.

amounts in the accompanying unaudited condensed consolidated financial statements and the notes thereto are presented in thousands of

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Value Option (“FVO”) Election

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 is accounted under the “fair value option election”

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.

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The estimated fair value adjustment of the

March 2023 Senior Convertible Note, including the component related to accrued interest, is presented in a single line item within other

income (expense) in the accompanying unaudited condensed consolidated statement of operations (as provided for by ASC 825-10-50-30(b)).

Further, as required by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific

credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no

such adjustment with respect to the March 2023 Senior Convertible Note).

2024 Convertible Note, including the component related to accrued interest, is presented in a single line item within other income (expense)

in the accompanying unaudited condensed consolidated statement of operations (as provided for by ASC 825-10-50-30(b)).

Further, as required

by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit

risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no such

adjustment with respect to the 2024 Convertible Notes).

Note 9, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 10, Debt , for a discussion

of the March 2023 Senior Convertible Note.

of the 2024 Senior Convertible Notes.

3 — Summary of Significant Accounting Policies - continued

Accounting Standards Updates Not Yet Adopted

December 2023, the FASB issued ASU No.

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

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

The amendments in ASU 2023-09 provide

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

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

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued

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

enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income

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

ASU 2023-09 is effective for the

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

Early adoption is permitted.

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

The guidance was adopted by

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

The Company does not expect the standard

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

Accounting Standards Updates Not Yet Adopted

November 2024, 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.

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 guidance is

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

The Company is currently

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

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

The Company is

currently evaluating the potential impact of this guidance on its unaudited condensed consolidated financial statements.

October 2023, the FASB issued ASU No.

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Early adoption is prohibited.

The Company is currently evaluating the impact this update will have on its unaudited condensed consolidated

financial statements and disclosures.

The Company is currently evaluating the potential impact this update will have on its unaudited condensed

consolidated financial statements and disclosures.

4 — Revenue from Contracts with Customers

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

from the delivery of patient EsoGuard test results.

Revenue recognized from customer contracts deemed to include a variable consideration

transaction price is limited to the unconstrained portion of the variable consideration.

The Company’s revenue for the three and

nine month periods ended September 30, 2023 was $ 783 and $ 1,388 , respectively, resulting from the delivery of patient EsoGuard test results.

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

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

portion of the variable consideration.

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

the delivery of patient EsoGuard test results.

cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated

with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

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

to costs for our laboratory operations and EsoCheck device supplies.

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

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

the three months ended March 31, 2025, the cost of revenue was $ 1,551 , primarily related to costs for our laboratory operations and EsoCheck

device supplies.

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

for our laboratory operations and EsoCheck device supplies.

5 — Related Party Transactions

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Schedule of Due To:

Employee-Related Costs

Employee-Related

Balance - December 31, 2024

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Cash payments to PAVmed Inc.

Payment to PAVmed Inc.

settled in LUCD stock

Balance - September 30, 2024

Balance - March 31, 2025

- Management Services Agreement

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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

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

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

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

increased from $ 833

effective July 1, 2024.

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

January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771

shares of Lucid Diagnostics common stock.

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

receive such payments in cash.

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

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Sales & Marketing

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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.

of Intellectual Property from PAVmed

September 27, 2024, the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent

rights to the Company related to the EsoCheck device.

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

6 — Prepaid Expenses, Deposits, and Other Current Assets

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Schedule of Prepaid Expenses and Other Current Assets

September 30, 2024

March 31, 2025

December 31, 2024

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Prepaid insurance

Subscribed amounts due from investors

Total prepaid expenses, deposits and other current assets

the nine months ended September 30, 2024, the Company entered into additional lease agreements that have commenced and are classified

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

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

The aggregate (undiscounted) rent payments are approximately

$ 2.6 million over the extended lease term.

Company’s future lease payments as of September 30, 2024, which are presented as operating lease liabilities, current portion and

operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

Schedule of Future Lease Payments of Operating Lease Liabilities

Company’s future lease payments as of March 31, 2025, which are presented as operating lease liabilities, current portion and operating

lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

of Future Lease Payments of Operating Lease Liabilities

2025 (remainder of year)

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Schedule of Cash Flow Supplemental Information

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities

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Weighted-average discount rate - operating leases

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

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

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

As of September 30,

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

and $ 1,106 , respectively, are reported in operating lease liabilities, current portion and $ 2,011 and $ 199 , respectively, are reported

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

As of March 31, 2025

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

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

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

calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing

terms the Company would likely receive on the open market.

8 — Intangible Assets, net

assets, less accumulated amortization, consisted of the following as of:

Schedule of Intangible Assets

Estimated Useful Life

September 30, 2024

December 31, 2023

Defensive technology

Laboratory licenses and certifications and laboratory information management software

Total Intangible assets

Less Accumulated Amortization

Intangible Assets, net

expense of the intangible assets discussed above was $ 105

for the three month periods ended September 30,

2024 and 2023, respectively, and $ 582

for the nine month periods ended September 30,

2024 and 2023, respectively, and is included in amortization of acquired intangible assets in the accompanying unaudited condensed consolidated

statements of operations.

As of September 30, 2024, the estimated future amortization expense associated with the Company’s finite-lived

intangible assets for each of the five succeeding fiscal years is as follows:

Schedule of Future Amortization Expense

2024 (remainder of year)

8 — Commitment and Contingencies

Other Matters

In the ordinary course of Lucid’s

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

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

The Company is not

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

Notwithstanding,

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

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

results of operations, and/or cash flows.

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

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

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

9 — Financial Instruments Fair Value Measurements

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Level-3 Inputs

September 30, 2024

March 2023 Senior Convertible Note

March 31, 2025

2024 Convertible Notes

Level-1 Inputs

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December 31, 2024

March 2023 Senior Convertible Note

2024 Convertible Notes

1 There were no transfers

between the respective Levels during the nine months ended September 30, 2024.

discussed in Note 10, Debt , the Company issued a Senior Secured Convertible Note dated March 21, 2023 with a $ 11.1 million face

value principal (“March 2023 Senior Convertible Note”).

The convertible note is accounted for under the ASC 825-10-15-4 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.

9 — Financial Instruments Fair Value Measurements - continued

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

discussed in Note 10, 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.

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

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dated volatilities) inputs.

estimated fair value of the March 2023 Senior Convertible Note as of each of September 30, 2024 and December 31, 2023 were computed using

a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return,

using the following assumptions:

9 — Financial Instruments Fair Value Measurements - continued

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

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:

September 30, 2024

March 2023 Senior Convertible Note:

2024 Convertible Notes:

March 31, 2025

2024 Convertible Notes:

December 31, 2024

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Changes in these assumptions can materially affect the estimated fair

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

fair value and face value principal outstanding of the 2024 Convertible Notes as of the dates indicated are as follows:

Summary of Outstanding Debt

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Stated Interest Rate

Conversion Price per Share

Conversion Price

Face Value Principal Outstanding

March 2023 Senior Convertible Note

March 21, 2025

Balance as of September 30, 2024

2024 Convertible Notes

November 22, 2029

Balance as of March 31, 2025

Contractual Maturity Date

Stated Interest Rate

Conversion Price per Share

Conversion Price

Face Value Principal Outstanding

March 2023 Senior Convertible Note

March 21, 2025

2024 Convertible Notes

November 22, 2029

Balance as of December 31, 2024

10 — Debt - continued

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

Schedule of Changes in Fair Value of Debt

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - June 30, 2024

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2024

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

March 2023 Senior Convertible Note

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

Schedule of Changes in Fair Value of

2024 Convertible Notes

Other Income (expense)

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Non-installment payments – common stock

Change in fair value

Fair Value at September 30, 2024

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

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

March 2023 Senior Convertible Note

Other Income (expense)

Fair Value - June 30, 2023

Installment repayments – common stock

Non-installment payments – common stock

Non-installment payments – cash

Change in fair value

Fair Value at September 30, 2023

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

March 2023 Senior Convertible Note

Fair Value at March 31, 2025

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

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

March 2023 Senior

Convertible Note

Other Income (expense)

1 unchanged sentence

Fair Value - Beginning Balance

Face value principal – issue date

Fair value adjustment – issue date

Installment repayments – common stock

1 unchanged sentence

Change in fair value

Fair Value at September 30, 2023

Fair Value at March 31, 2024

Fair Value - Ending Balance

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

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

10 — Debt - continued

2024 Senior Convertible Note

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

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

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

The sale of the 2024 Convertible Notes

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

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

The Company realized gross proceeds of $ 21.975

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

million from the sale of the 2024 Convertible Notes.

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

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

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

As of March 31, 2025, the Company had

received the entire $ 0.4

million receivable.

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

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

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

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

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

or other similar transaction).

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

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

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

The entire principal amount of

the notes is due on the maturity date.

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

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

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

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

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

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

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

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

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

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

any 30 consecutive trading days.

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

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

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

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

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

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

Upon default the interest rate would

increase to 18 %.

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.

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 March 31, 2025.

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

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

nominating and corporate governance committee.

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

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

of the 2024 Convertible Notes.

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

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

May 22, 2025).

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

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

2023 Senior Secured Convertible Note

5 unchanged sentences

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.

March 2023 Senior Convertible Note proceeds were $ 9.925 million after deducting a $ 1.186 million lender fee and offering costs.

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 unaudited condensed consolidated statement of operations.

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 $ 149 and $ 391 for the three

and nine months ended September 30, 2023, respectively.

September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including

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.

addition to the Installment Amount repayments, the Holder may 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.

payment of all amounts due and payable under this senior convertible note is guaranteed by all of Lucid Diagnostics’ subsidiaries;

and the obligations under this senior convertible note are secured by all of the assets of Lucid Diagnostics and its subsidiaries.

is 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.

is 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.

As of September 30, 2024, the Company was in compliance, and as of the date hereof, the Company is in compliance, with

the Financial Tests.

March 2023 Senior Convertible Note installment payments may be made in shares of Lucid Diagnostics common stock at a conversion price

that is 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.

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

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

shares, respectively, of common stock of the Company, with such shares having a fair value of approximately $ 1,755 and $ 4,293 , respectively,

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

The conversions

resulted in debt extinguishment losses of $ 435 and $ 1,116 in the three and nine month periods ended September 30, 2024, respectively.

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

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

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

stock of the Company).

Note 10 — Debt - continued

March 2023 Senior Convertible Note Refinancing

On November 8, 2024, the Company

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

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

Pursuant to the terms of the March

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

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

To finance the payment of

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

Note Investors”).

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

Note Investor has agreed to purchase, 12.0 %

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

As of the date hereof,

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

Subsequent to September 30, 2024, as

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

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

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

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

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

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

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

date of conversion.

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

11 — Stock-Based Compensation

10 unchanged sentences

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

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

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

options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of September 30, 2024.

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

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

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

and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of March 31, 2025.

In January 2025, the

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

Diagnostics Stock Options

2 unchanged sentences

Number of Stock Options

Weighted Average Exercise Price

Remaining Contractual Term (Years)

Weighted Average

Exercise Price

Remaining Contractual

Intrinsic Value (2)

Outstanding stock options at December 31, 2024

Outstanding stock options at September 30, 2024 (3)

Vested and exercisable stock options at September 30, 2024

(1) Stock options granted

under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over

the next eight quarters, and have a ten-year contractual term from date-of-grant.

(2) The intrinsic value

is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of September 30, 2024 and December

31, 2023 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the

exercise price.

(3) The outstanding

stock options presented in the table above are inclusive of 523,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan,

as of September 30, 2024 and December 31, 2023.

February 22, 2024, the company granted 2,895,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity

Plan with a weighted average exercise price of $ 1.25 .

Each option will vest one-third after one year then ratably over the next eight

Note 11 — Stock-Based Compensation -

Outstanding stock options at March 31, 2025 (3)

Vested and exercisable stock options at March 31, 2025

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

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

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

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

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

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

the exercise price.

outstanding stock options presented in the table above are inclusive of 523,300 stock options

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

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

average exercise price of $ 1.49 .

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

Diagnostics Restricted Stock Awards

2 unchanged sentences

of Restricted Stock Award Activity

Number of Restricted Stock Awards

Weighted Average Grant Date Fair Value

Number of Restricted

Weighted Average Grant

Date Fair Value

Unvested restricted stock awards as of December 31, 2024

Unvested restricted stock awards as of September 30, 2024

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

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.

Unvested restricted stock awards as of March 31, 2025

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.

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.

11 — Stock-Based Compensation - continued

2014 Equity Plan

6 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Lucid Diagnostics 2018 Equity Plan – cost of revenue

12 unchanged sentences

Plan to the physician inventors.

Note 11 — Stock-Based Compensation -

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

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

to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan,

2 unchanged sentences

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Weighted Average

Remaining Service

Period (Years)

Lucid Diagnostics 2018 Equity Plan

3 unchanged sentences

Stock Options

11 — Stock-Based Compensation - continued

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

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

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

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

of Stock-based Compensation Valuation Assumptions

Nine Months Ended September 30,

Three Months Ended March 31,

Expected term of stock options (in years)

5 unchanged sentences

$ 353 on March 31, 2025 and 2024, 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.

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

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

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

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

In January 2025, the number of shares available for issue

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

12 — Stockholders’ Equity

2 unchanged sentences

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

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

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

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

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

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

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

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

Prior to the execution of the Series B Subscription

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

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

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

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

Each share of the Series

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

The terms of the Series B Preferred Stock also

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

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

The holders of the Series B Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of

common stock basis, to and in the same form as dividends actually paid on shares of the common stock when, as, and if such dividends

are paid on shares of the common stock.

The Series B Preferred Stock is a voting security.

The aggregate gross proceeds of these

transactions were $ 18.1 million

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

exchanged for Series B Preferred Stock in the transactions).

Note 12 — Stockholders' Equity - continued

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

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

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

connection with the issuance, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred

Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”).

The key terms of the Series

B Preferred Stock are as follows:

share of Series B Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations into

such number of shares of the Company’s common stock, equal to the number of Series B Preferred Shares to be converted, multiplied

by the stated value of $ 1,000 (the “Stated Value”), divided by the conversion price in effect at the time of the conversion.

The initial conversion price is $ 1.2444 , subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

The Series B Preferred Stock is convertible into shares of our common stock at any time at the option of the holder from and after the

six-month anniversary of its issuance, and automatically converts into shares of our common stock on March 13, 2026, the second anniversary

of its issuance at a conversion price of $ 1.2444 , and the Series B Preferred Stock is a voting security (subject to applicable ownership

limitations).

In addition, the Series B Preferred Stock issued in exchange for Series A Preferred Stock and Series A-1 Preferred Stock

may be converted, at the election of the Company at any time after the six-month anniversary of the issuance of such shares of Series

B Preferred Stock, upon written notice given to the holders of such shares, if the volume weight average price of our common stock has

been at least $ 8.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out

of 30 consecutive trading days ending within 15 trading days prior to the date on which such notice is given (subject to certain limited

exceptions) (a “VWAP-Based Mandatory Conversion”).

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.

holders of Series B Preferred Stock will be entitled to dividends payable as follows:

(i) a number of shares of Common Stock equal to

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

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

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

per share, and (ii) the exchange by the Series B Investors of 13,625

shares of Lucid Series A Convertible Preferred Stock, par value $ 0.001

per share (the “Series A Preferred Stock”), and 10,670

shares of Lucid Series A-1 Convertible Preferred Stock, par value $ 0.001

per share (the “Series A-1 Preferred Stock”), held by them for 31,790

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

Prior to the execution of the

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

of the Series B Investors providing for the sale to such investors of 5,670

shares of Series A-1 Preferred Stock, at a purchase price of $ 1,000

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

Exchange Agreements (and are included in the 10,670

shares of Series A-1 Preferred Stock set forth above).

Each share of the Series B Preferred Stock has a stated value of $ 1,000

and a conversion price of $ 1.2444 .

The terms of the Series B Preferred Stock also include a one times preference on liquidation and a right to receive dividends equal

of the number of shares of our common stock into which such Series B Preferred Stock is convertible, payable on the one-year and

two-year anniversary of the issuance date.

The holders of the Series B Preferred Stock also will be entitled to dividends equal, on

an as-if-converted to shares of common stock basis, to and in the same form as dividends actually paid on shares of the common stock

when, as, and if such dividends are paid on shares of the common stock.

The Series B Preferred Stock is a voting security (subject

to certain beneficial ownership limitations).

The aggregate gross proceeds of these transactions were $ 18.2

million (inclusive of $ 5.7

million of aggregate gross proceeds from the sale of the Series A-1 Preferred Stock that was immediately exchanged for Series B

Preferred Stock in the transactions).

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

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

12 — Stockholders’ Equity - continued

holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about March 13, 2025 equal to 20%

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

13, 2025, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of

the Series B Preferred Stock then held by such Holder on March 13, 2026.

A holder that voluntarily converts its Series B Preferred Stock

prior to March 13, 2025 or March 13, 2026, as the case may be, will not receive the dividend that accrues on such date with respect to

such converted Series B Preferred Stock.

The holders of the Series B Preferred Stock also will be entitled to dividends equal, on an

as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when,

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

the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined

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.

Series B Preferred Stock is a voting security (subject to applicable ownership limitations).

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).

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.

13, 2025, and (ii) will be entitled to receive a dividend on or about March 13, 2026 equal to a number of shares of Common Stock

equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such

holder on March 13, 2026.

A holder that voluntarily converts its Series B Preferred Stock prior to March 13, 2026 will not receive

the dividend that accrues on such date with respect to such converted Series B Preferred Stock.

The holders of the Series B

Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same

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

The Company issued in the aggregate 7,117,463

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

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

B-1 Preferred Stock Offering

May 6, 2024, the Company issued approximately 11,634 shares of 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.

Note 12 — Stockholders' Equity - continued

A Preferred Stock Offering

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.

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.

A-1 Preferred Stock Offering

October 17, 2023, the Company issued 5,000 shares of newly designated Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred

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.

March 13, 2024, the Company issued an additional 5,670 shares of Series A-1 Preferred Stock.

noted above, on March 13, 2024, 100% of the then-outstanding shares of Series A-1 Preferred Stock were exchanged for shares of Series

B Preferred Stock in the Series B Preferred Stock Offering and Exchange.

As a result, no shares of Series A-1 Preferred Stock remain

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

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

shares of Series B Convertible Preferred Stock,

with such fair value recognized as the carrying value of such issued shares of Series B Convertible Preferred Stock, as compared to the

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

resulting in an excess of fair value of $ 7.5

million recognized as a deemed dividend charged

to accumulated deficit in the unaudited condensed consolidated balance sheet on March 13, 2024, with such deemed dividend included as

a component of net loss attributable to common stockholders, summarized as follows:

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

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

Deemed Dividend Charged to Accumulated Deficit

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

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

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

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

were $ 11.6 million.

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

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

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

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

and (ii) will be entitled to receive a dividend on or about May 6, 2026 equal to a number of shares of Common Stock equal to 20% of the

number of shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock then held by such holder on May 6, 2026.

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

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

The holders of the Series B-1 Preferred Stock also will be entitled

to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares

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

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

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

Diagnostics Common Stock

July 2024, the Company received shareholder approval to amend its certificate of incorporation, as amended, to increase the total number

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

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

in July 2024, the Company’s shareholders approved, for purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“Nasdaq”)

the issuance of shares of the Company’s common stock under the Series B Convertible Preferred Stock (“Series B Preferred

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

Preferred Stock”) sold by the Company in a private offering in May 2024.

Each of the Series B and Series B-1 Preferred Stock is

a voting security.

On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to

vote on an “as converted” basis after applying the beneficial ownership limitations described in the Series B and B-1 Preferred

Stock Offering above.

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

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

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

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

However, PAVmed retains the ability to exercise

significant influence over Lucid.

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

January 26, 2024, PAVmed elected to receive payment of $ 4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771

shares of Lucid Diagnostics common stock.

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

Note 12 — Stockholders' Equity - continued

June 21, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive

2 unchanged sentences

The notification letter stated

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

for additional time.

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

In the nine months ended September 30,

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

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

that the Company would be afforded 180 calendar days (until December 18, 2024) to regain compliance, which grace period was extended

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

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

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

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

compliance with this listing requirement.

2025 Registered Direct Offering

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 in a registered

direct offering.

The net proceeds of the offering, after deducting approximately $ 0.4 million of placement agent’s fees and other

expenses, was approximately $ 14.9 million.

2025 Confidentially Marketed Public Offering

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

shares of its common stock at a price of $ 1.20

per share in a confidentially marketed public offering.

The net proceeds of the offering, after deducting the placement

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

Equity Facility and ATM Facility

6 unchanged sentences

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

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

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 September 30, 2024.

of approximately $ 1.8 million, after a 4 % discount, as of March 31, 2025.

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

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

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

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

Cumulatively a total of 230,068

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

approximately $ 0.3

million, after payments of 3 %

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

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

prospectus supplement is filed.

13 — Net Loss Per Share

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

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

Series B Convertible Preferred Stock dividends earned

Net loss attributable to Lucid Diagnostics Inc.

3 unchanged sentences

Net loss per share - basic and diluted

- Convertible Preferred Stock would potentially be considered

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

However, the Company has incurred net losses to-date,

and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share

calculation for the periods indicated.

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

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

The basic weighted average number

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

outstanding includes such incremental shares.

However, as the Company was in a loss position for all years presented, basic and diluted

weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

The common stock

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

(1) - Convertible Preferred

Stock would potentially be considered a participating security under the two-class method of calculating net loss per share.

the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no

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

weighted-average number of shares of common stock outstanding for the three months ended March 31, 2025 and 2024 include the shares of

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

The basic weighted average number of shares

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

includes such incremental shares.

However, as the Company was in a loss position for all periods presented, basic and diluted weighted

average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

The common stock equivalents

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

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

September 30,

Stock options

1 unchanged sentence

Preferred stock

14 — Segment Information

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 unaudited condensed

consolidated statements of operations.

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

in the United States.

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

the United States.

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

What changed 10-Q

Item 1. Financial Statements