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Item 5. Other Information

2022-08-15 compared with 2022-05-16 · 36 added, 23 removed, 17 unchanged (78% of the section changed)

Other Information

Under the April 2022 Senior Convertible Note and the

SPA, we are 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, and transactions with affiliates, among other customary matters.

subject to financial covenants requiring that (i) the amount of our available cash equal or exceed $8,000,000 at all times, (ii) the ratio

of (a) the outstanding principal amount of the notes issued under the SPA, accrued and unpaid interest thereon and accrued and unpaid

late charges to (b) our average market capitalization over the prior ten trading days, not exceed 30% (the “Debt to Market Cap Ratio

Test”), and (iii) that our market capitalization shall at no time be less than $75 million (the “Market Cap Test” and,

together with the Debt to Market Cap Ratio Test, the “Financial Tests”).

The Company is currently in compliance with these

financial covenants, although from time to time since the date of issuance of the April 2022 Senior Convertible Note through August 10,

2022 (including, in the case of the Debt to Market Cap Ratio Test, as of June 30, 2022), the Company was not in compliance with the Financial

As of August 9, 2022, the Investor agreed to waive any such non-compliance during such aforementioned time periods, under each

of the SPA dated March 31, 2022 and the April 2022 Senior Convertible Note.

In connection with such waiver, the Company and the Investor

also amended the April 2022 Senior Convertible to permit the Investor to convert up to $5,000,000 of the principal amount of the April

2022 Senior Convertible Note at the then current conversion price as if the date of conversion were an Installment Date, i.e.

per share of common stock equal to the lower of (i) the fixed conversion price then in effect (currently $5.00) and (ii) 82.5% of the

average VWAP of the Company’s common stock for each of the two trading days with the lowest VWAP of the Company’s common stock

during the ten consecutive trading day period ending and including the trading day immediately prior to the applicable conversion date,

but in the case of clause (ii), not less than $0.18.

As contemplated by the amendment discussed above, on August 10, 2022, the Investor

converted $2,882,000 of the principal amount of the April 2022 Senior Convertible Note (plus interest accrued thereon), resulting in an

issuance to the Investor of 3,000,867 shares of the Company’s common stock.

exhibits filed as part of this Quarterly Report on Form 10-Q are set forth in the “ Exhibit Index ” below.

4 unchanged sentences

Financial and Accounting Officer)

EXHIBIT INDEX

Asset Purchase Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc., Lucid Diagnostics Inc.

1 unchanged sentence

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Lucid on March 3, 2022).

Common Stock Purchase Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lucid Diagnostics on April 1, 2022).

Registration Rights Agreement, dated as of March 28, 2022, by and between CF Principal Investments LLC and Lucid Diagnostics Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Lucid on April 1, 2022).

Management Services Agreement, dated as of February 25, 2022, by and among LucidDx Labs Inc.

and ResearchDx, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lucid on March 3, 2022).

Employment Agreement, dated as of February 22, 2022, by and between Lishan Aklog, M.D.

and Lucid Diagnostics Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lucid Diagnostics on January 20, 2022).

Employment Agreement, dated as of February 22, 2022, by and between Dennis McGrath and Lucid Diagnostics Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Lucid Diagnostics on January 20, 2022).

Employment Agreement, dated as of February 22, 2022, by and between Shaun O’Neil and PAVmed Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 24, 2022).

Employment Agreement, dated as of February 22, 2022, by and between Shaun O’Neil and Lucid Diagnostics Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lucid Diagnostics on March 23, 2022).

Certificate of Amendment to Certificate of Incorporation dated June 21, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on June 22, 2022).

Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on April 4, 2022).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 4, 2022).

Form of Security Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on April 4, 2022).

Form of Voting Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on April 4, 2022).

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

What changed 10-Q

Item 5. Other Information