Lucid Diagnostics Inc. SEC Filings

Lucid Diagnostics (LUCD) reported Q3 2025 results, highlighting modest revenue and continued investment alongside a formal going concern warning. Revenue was $1.2 million for the quarter and $3.2 million year-to-date, reflecting ongoing early commercialization of EsoGuard testing. Operating loss was $11.8 million in Q3; net loss attributable to common stockholders was $10.4 million, or $0.10 per share.

Cash stood at $47.3 million as of September 30, 2025, with working capital of $23.6 million and operating cash outflows of $33.9 million for the nine months. Management states that substantial doubt exists about the company’s ability to continue as a going concern within one year, absent materially higher reimbursement-driven revenue or additional financing.

To fund operations, Lucid raised capital through equity offerings—$14.9 million (March), $16.2 million (April), and $27.0 million (September)—and has $21.975 million face value of 12% Senior Secured Convertible Notes (fair value $22.3 million; $1.00 conversion price). Common shares issued and outstanding were 130,924,686 as of September 30, 2025; 137,683,002 as of November 7, 2025.

PAVmed Inc. filed Amendment No. 5 to its Schedule 13D on Lucid Diagnostics (LUCD), reporting significant ownership and updated voting arrangements. PAVmed beneficially owns 38,816,903 shares of common stock, representing 28.3% of the class. It reports sole voting power over 38,816,903 shares and sole dispositive power over 31,302,444 shares.

On October 9, 2025, PAVmed entered a new Voting Agreement covering shares representing 3,177,500 votes of common stock and 3,862,911 votes of other capital stock, in addition to prior voting agreements covering 4,336,959 votes held by certain officers. Recent insider-related activity includes restricted stock awards granted on February 20, 2025 to officers (300,000 shares each) and directors (112,800 shares each), and an open-market purchase by a trust controlled by Michael J. Glennon of 129,000 shares at approximately $1.04 per share for an aggregate of $133,782.70. Certain insiders agreed to a 45‑day lockup in connection with the September 10, 2025 underwritten offering.

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.