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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June
24, 2026
| LUCID
DIAGNOSTICS INC. |
| (Exact
Name of Registrant as Specified in Charter) |
| Delaware |
|
001-40901 |
|
82-5488042 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 360
Madison Avenue, 25th Floor, New
York, New
York |
|
10017 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (917) 813-1828
| N/A |
| (Former
Name or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| | |
| ☐ | Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| | |
| ☐ | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| | |
| ☐ | Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, Par Value $0.01 Per Share |
|
LUCD |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information disclosed under Item 5.07 is incorporated herein by reference.
| Item
5.07. | Submission
of Matters to a Vote of Security Holders. |
On
June 24, 2026, Lucid Diagnostics Inc. (the “Company”) held an annual meeting of stockholders (the “Annual
Meeting”). Stockholders representing approximately 84.7% of the shares outstanding and entitled to vote were present in person
or by proxy. At the Annual Meeting, the stockholders elected each of management’s nominees for director and approved each of the
other matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are
set forth below.
1.
The election of three members of the Company’s board of directors as Class B directors, to hold office until the third
succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three
classes, Class A, Class B and Class C. As of the Annual Meeting, there were two directors in Class A, Stanley N. Lapidus and Jacque
J. Sokolov, M.D., whose terms expire at the 2028 annual meeting of stockholders, three directors in Class B, James L. Cox, M.D.,
John R. Palumbo and Ronald M. Sparks, whose terms expired at the Annual Meeting, and three directors in Class C, Lishan Aklog, M.D.,
Dennis A. Matheis and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders. The board nominated Dr. Cox,
Mr. Palumbo and Mr. Sparks for re-election as Class B directors. Each of the board’s nominees for director was elected, as
follows:
| Name |
|
For |
|
Authority
Withheld |
|
Broker
Non-Votes |
| James
L. Cox, M.D. |
|
97,413,460 |
|
21,957,997 |
|
46,065,680 |
| John
R. Palumbo |
|
99,146,219 |
|
20,225,238 |
|
46,065,680 |
| Ronald
M. Sparks |
|
97,277,136 |
|
22,094,321 |
|
46,065,680 |
2.
A proposal to approve an amendment (the “Amendment”) to the Company’s certificate of incorporation, as
amended (the “Certificate of Incorporation”), to increase the total number of shares of common stock the Company
is authorized to issue by 100,000,000 shares, from 300,000,000 shares to 400,000,000 shares. The amendment was approved, as
follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 152,941,468 |
|
12,113,250 |
|
382,419 |
|
— |
A
fuller description of the Amendment is set forth beginning on page 7 of the Definitive Proxy Statement on Schedule 14A, filed by the
Company on April 30, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
The description of the amendment from the Definitive Proxy Statement does not purport to be complete and is qualified in its entirety
by reference to the full text of the amendment, which is included as Annex A to the Definitive Proxy Statement and is incorporated herein
by reference.
A
certificate of amendment reflecting the Amendment was filed with the Delaware Secretary of State on June 24, 2026 and became effective
on such date.
3.
A proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered certified public accounting
firm for the year ending December 31, 2025. The ratification of the appointment of CBIZ CPAs P.C. was approved, as
follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 161,813,118 |
|
2,425,251 |
|
1,198,768 |
|
— |
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation, dated June 24, 2026. |
| 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:
June 24, 2026 |
LUCID DIAGNOSTICS INC. |
| |
|
|
| |
By: |
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
Chief
Financial Officer |
