Lucid Diagnostics (Nasdaq: LUCD) prices $18M underwritten stock sale
Rhea-AI Filing Summary
Lucid Diagnostics Inc. is raising $18,000,000 through an underwritten public offering of 18,000,000 common shares at a public offering price of $1.00 per share. Underwriters will purchase the shares at $0.94 per share, reflecting a $0.06 per-share underwriting discount, and will be reimbursed for certain expenses up to $75,000.
The company expects the sale to close on or about April 24, 2026, subject to customary conditions, with Canaccord Genuity and BTIG acting as joint bookrunners. The offering is made from Lucid’s effective Form S-3 shelf registration, and a related press release notes that the company intends to use net proceeds for working capital and general corporate purposes.
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Insights
Lucid raises $18M via discounted underwritten stock sale.
Lucid Diagnostics entered an underwriting agreement to sell 18,000,000 common shares at a public price of $1.00 per share, with underwriters buying at $0.94. Gross proceeds are $18,000,000, providing fresh equity capital.
The transaction uses Lucid’s effective Form S-3 shelf and is expected to close on April 24, 2026, subject to customary conditions. The company will also reimburse up to $75,000 of underwriter expenses and has provided standard indemnities and representations.
A related press release states that net proceeds are earmarked for working capital and general corporate purposes. The overall impact on existing shareholders depends on Lucid’s total shares outstanding and future execution, which are not detailed in this excerpt.
8-K Event Classification
Key Figures
Key Terms
underwritten offering financial
shelf registration statement regulatory
prospectus supplement regulatory
emerging growth company regulatory
joint bookrunners financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On April 23, 2026, Lucid Diagnostics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC and BTIG, LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), for an underwritten offering to the public of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $1.00 per share (the “Offering”).
Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, 18,000,000 shares of Common Stock (the “Shares”) at a price of $0.94 per share, representing an underwriting discount of $0.06 per share. The Company also agreed to reimburse the Underwriters for certain expenses incurred in connection with the Offering, including their reasonable fees and expenses of legal counsel, up to $75,000. The Underwriting Agreement is subject to customary closing conditions and contains customary representations, warranties and covenants of the Company. In addition, the Company agreed to indemnify the Underwriters against certain liabilities, including for certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Canaccord Genuity LLC and BTIG, LLC are acting as joint bookrunners of the Offering.
The gross proceeds of the Offering, before deducting the underwriting discount and the expenses of the Offering, will be $18,000,000. The sale of the Shares is expected to close on or about April 24, 2026, subject to the customary closing conditions contained in the Underwriting Agreement.
The Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-291981), which was filed with the Securities and Exchange Commission (“SEC”) on December 5, 2025 and declared effective by the SEC on March 26, 2026, and a prospectus supplement thereto, which will be filed with the SEC in accordance with Rule 424 under the Securities Act.
The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such exhibits, which are incorporated herein by reference.
The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. The agreement is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.
| Item 7.01. | Regulation FD Disclosure. |
On April 23, 2026, the Company issued a press release announcing that it had priced the Offering. The press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 7.01, including the exhibits related thereto, shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement. | |
| 5.1 | Opinion of Graubard Miller. | |
| 23.1 | Consent of Graubard Miller (including as part of Exhibit 5.1). | |
| 99.1 | Press release announcing the pricing of the Offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 23, 2026 | LUCID DIAGNOSTICS INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| Chief Financial Officer | ||
Exhibit 99.1
Lucid Diagnostics Announces $18 Million Underwritten Offering of Common Stock
NEW YORK, April 23, 2026 - Lucid Diagnostics Inc. (Nasdaq: LUCD) (“Lucid” or the “Company”), a commercial-stage, cancer prevention medical diagnostics company, and subsidiary of PAVmed Inc. (Nasdaq: PAVM), today announced the pricing of an underwritten registered direct offering of 18,000,000 common shares at a purchase price of $1.00 per share, anchored by a $15M investment from a fundamental institutional investor with support from a large existing shareholder.
The gross proceeds from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses, are expected to be approximately $18 million. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
The offering is expected to close on or about April 24, 2026, subject to customary closing conditions.
Canaccord Genuity LLC and BTIG, LLC are acting as joint bookrunners for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-291981) declared effective by the Securities and Exchange Commission on March 26, 2026. The offering is being made only by means of a prospectus and a prospectus supplement which forms a part of the effective registration statement relating to the offering. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting Canaccord Genuity LLC, Attn: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com or BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at btig-ibd-equitycapitalmarkets@btig.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock. Lucid will not, and has been advised by the underwriters that they and their affiliates will not, sell any of the shares of common stock in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Lucid Diagnostics
Lucid Diagnostics Inc. is a commercial-stage, cancer prevention medical diagnostics company and subsidiary of PAVmed Inc. (Nasdaq: PAVM). 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. Lucid’s EsoGuard® Esophageal DNA Test, performed on samples collected in a brief, noninvasive office procedure with its EsoCheck® Esophageal Cell Collection Device, represent the first and only commercially available tools designed with the goal of preventing cancer and cancer deaths through widespread, early detection of esophageal precancer in at-risk patients.
For more information about Lucid, please visit www.luciddx.com and for more information about its parent company PAVmed, please visit www.pavmed.com.
Forward-Looking Statements
This press release includes forward-looking statements that involve risk and uncertainties. Forward-looking statements are any statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of Lucid Diagnostics’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Risks and uncertainties that may cause such differences include, among other things, volatility in the price of Lucid Diagnostics’ common stock; general economic and market conditions; the uncertainties inherent in research and development, including the cost and time required to advance Lucid Diagnostics’ products to regulatory submission; whether regulatory authorities will be satisfied with the design of and results from Lucid Diagnostics’ clinical and preclinical studies; whether and when Lucid Diagnostics’ products are cleared by regulatory authorities; market acceptance of Lucid Diagnostics’ products once cleared and commercialized; Lucid Diagnostics’ ability to raise additional funding as needed; and other competitive developments. These factors are difficult or impossible to predict accurately and many of them are beyond Lucid Diagnostics’ control. In addition, new risks and uncertainties may arise from time to time and are difficult to predict. For a further list and description of these and other important risks and uncertainties that may affect Lucid Diagnostics’ future operations, see Part I, Item 1A, “Risk Factors,” in Lucid Diagnostics’ most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as the same may be updated in Part II, Item 1A, “Risk Factors” in any Quarterly Report on Form 10-Q filed by Lucid Diagnostics after its most recent Annual Report. Lucid Diagnostics disclaims any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in its expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.
Investor and Media Contact:
Matt
Riley
PAVmed and Lucid Diagnostics
mjr@pavmed.com