Lucid Diagnostics Inc. SEC Filings

Lucid Diagnostics Inc. (LUCD) reported an insider grant to director John R. Palumbo: an employee stock option to buy 215,000 shares of common stock at an exercise price of $1.03 per share. The option was granted on 10/06/2025, is exercisable through 10/06/2035, and is shown as directly owned following the grant. Vesting begins with one third vesting on 6/30/2026, then the remainder vests in eight equal quarterly installments from 9/30/2026 through 6/30/2028. The grant was made under the company's Amended and Restated 2018 Long-Term Incentive Equity Plan.

John R. Palumbo, a director of Lucid Diagnostics Inc. (LUCD), filed an Initial Statement of Beneficial Ownership reporting direct ownership of 47,857 shares of common stock. The transaction date requiring the filing is 09/22/2025. The Form 3 was signed by Michael A. Gordon by power of attorney on 10/07/2025. No derivative securities or additional holdings were reported on this form.

Lucid Diagnostics Inc. disclosed that under the agreements governing the sale of its Convertible Notes, the note holders have the collective right to designate one individual to be appointed to the company’s board of directors. This appointment right is subject to certain limitations and to the policies and procedures of the company’s nominating and corporate governance committee. The filing text is brief and focuses solely on the governance right tied to the Convertible Notes.

Lucid Diagnostics, Inc. disclosed a material event on a Form 8-K filed on September 11, 2025. The filing references a preliminary prospectus supplement dated September 9, 2025 and a final prospectus supplement dated September 10, 2025, and attaches a press release announcing the closing as Exhibit 99.1. The document is signed by Dennis McGrath, Chief Financial Officer. The filing indicates a Regulation FD disclosure checkbox and an Inline XBRL cover page data file are included.

The short filing confirms paperwork and a press release related to a completed transaction or offering, but it does not disclose financial terms, the size of any offering, counterparties, or operational impacts. The available content documents the administrative close and supporting prospectus supplements without quantitative details.

Prospectus supplement excerpts for Lucid Diagnostics, Inc. (LUCD) outline a securities offering structure and select pro forma balance sheet items. The underwriting discount is shown as $0.0575 per share totaling $1,437,500, leaving proceeds to the issuer before expenses of $0.9425 per share or $23,562,500. The underwriting allocation lists BTIG LLC: 11,875,000 shares and Maxim Group LLC: 1,250,000 shares toward a 25,000,000-share total. Pro forma capitalization items include Series B and B-1 preferred: 54,419 shares (presented with $54,419), common shares outstanding of 101,826,788, and additional paid-in capital shown as $201,013 (historical) and $224,391 (pro forma). The excerpt contains many table-of-contents entries and procedural disclosures but omits complete line-item values for several fields.

Lucid Diagnostics entered into an underwriting agreement to sell common stock to the public at $1.00 per share, with the underwriters purchasing shares from the company at $0.9425 per share, representing a $0.0575 underwriting discount. The company granted the underwriters a 30-day option to buy up to 3,750,000 additional shares at the public offering price less the underwriting discount. Lucid agreed to reimburse certain underwriting expenses, including legal fees, up to $100,000, and to indemnify the underwriters for specified liabilities under the Securities Act.

The filing cites an underlying registration statement originally filed on November 25, 2022 and declared effective December 6, 2022, and notes a preliminary prospectus supplement dated September 9, 2025 filed that same day; a final prospectus supplement will be filed under Rule 424. The Underwriting Agreement is subject to customary closing conditions, representations, warranties and covenants.

Lucid Diagnostics, Inc. (LUCD) filed a 424B5 prospectus supplement describing an offering of debt securities alongside disclosure of its capital structure as of June 30, 2025. The filing shows 54,419 shares of Series B and Series B-1 convertible preferred stock outstanding and 101,826,788 common shares issued and outstanding. The company reports $201,013 in additional paid-in capital and names BTIG LLC and Maxim Group LLC as underwriters. Several offering-line items (public offering price, underwriting discount, proceeds to issuer, and per-share net tangible book value figures) are present as placeholders or not populated in the provided text.

Lucid Diagnostics director Dennis Matheis reported a purchase of company common stock. The Form 4 discloses a purchase of 100,000 shares on 08/20/2025 at a weighted-average price of $1.0184 per share, with transaction prices ranging from $1.0085 to $1.0286. After the purchase, the reporting person beneficially owned 665,443 shares. The filing indicates the reporting person is a director and the Form 4 was filed by one reporting person. The reporting person authorized Michael A. Gordon to sign the Form 4 by power of attorney.

Lucid Diagnostics Inc. announced it furnished a press release reporting financial results and a business update for the fiscal quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Form 8-K. The company disclosed that the information under Items 2.02 and 7.01, including the exhibit, is furnished and shall not be deemed "filed" under the Exchange Act for purposes of Section 18, nor incorporated by reference in other filings except by specific reference. The filing identifies the registrant as Lucid Diagnostics Inc., trading as LUCD on The Nasdaq Stock Market, and indicates the company qualifies as an emerging growth company.