false
--12-31
0001799011
0001799011
2026-10-21
2026-10-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 21, 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 $0.001 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
3.02. |
Unregistered
Sales of Equity Securities. |
On
October 21, 2026, the Company entered into subscription agreements (each, a “Series C Subscription Agreement”) with
certain accredited investors (collectively, the “Series C Investors”), which agreements provided for the sale to the
Series C Investors of 15,000 shares of the Company’s newly designated Series C Convertible Preferred Stock, par value $0.001
per share (the “Series C Preferred Stock”), at a purchase price of $1,000 per share (collectively, the “Series
C Offering”). The closing of the transactions occurred on the same day. The aggregate gross proceeds to the Company of the
Series C Offering were approximately $15.0 million.
On
the date of the closing (the “Effective Date”), the Company filed with the
Secretary of State of the State of Delaware a Certificate of Designations of
Preferences, Rights and Limitations of the Series C Preferred Stock (the “Series C Certificate
of Designation”), which sets forth the resolutions of the Company’s board of directors designating 15,000 shares of
Series C Preferred Stock and fixing its terms.
The
key terms of the Series C Preferred Stock are as follows:
Conversion.
Each share of Series C Preferred Stock is convertible at the option of the holder, subject to the beneficial ownership and primary market
limitations described below, into such number of shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), as is equal to the number of shares of Series C Preferred Stock to be converted, multiplied by the stated value of
$1,000 (as the same may be increased from time to time as more fully described below, the “Stated Value”), divided
by the conversion price in effect at the time of the conversion. The initial conversion price will be $0.3519 (which is equal to the
Minimum Price as defined in Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”)), subject to adjustment
in the event of stock splits, stock dividends, and similar transactions. In addition, the Series C Preferred Stock will convert into
shares of Common Stock upon written notice from the Company, subject to the beneficial ownership and primary market limitations described
below, (i) upon the consummation of certain fundamental transactions, or (ii) at the election of the Company (A) at any time after the
twenty-four month anniversary of the issuance of such shares of Series C Preferred Stock, upon written notice given to the holders of
such shares, if the VWAP of the Common Stock has been at least $5.00 per share (subject to adjustment in the event of stock splits, stock
dividends, and similar transactions) on 20 out of 30 consecutive trading days, or (B) at any time after March 31, 2030, upon written
notice given to the holders of such shares, if the VWAP of the Common Stock is greater than the then-current conversion price.
Rank.
The Series C Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not
by its terms senior to or pari passu with the Series C Preferred Stock.
Dividends.
The holders of Series C Preferred Stock will be entitled to dividends at a rate of 20% per annum, payable in equal quarterly
installments on the last day of each calendar quarter from December 31, 2026 to March 31, 2030. Dividends shall be paid in shares of
Common Stock, valued at the initial conversion price (the number of dividend shares each quarter being fixed at 5% of the shares
issuable upon conversion of the original stated value at the original conversion price). For each dividend payable after April 1,
2027, if the market value of the dividend shares at the time of issuance (based on the average VWAP of the Common Stock during the
five days preceding the dividend payment date) is less than the number of dividend shares multiplied by the initial conversion
price, the shortfall shall be paid by adding such amount to the stated value of the Series C Preferred Stock (or, at the
Company’s election and only if permitted under the terms of the Company’s senior indebtedness, by paying such amount in
cash). A holder that converts its Series C Preferred Stock prior to any dividend payment date
will not receive any dividend that would have accrued after such date with respect to such converted Series C Preferred
Stock. In addition, the dividends will be
accelerated and paid (to the extent not previously paid) upon the consummation of certain fundamental transactions. The holders of
the Series C Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and
in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the
Common Stock.
Liquidation.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as
defined in the Series C Certificate of Designation), the holders of shares of Series C Preferred Stock then outstanding will be entitled
to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders
of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) 300% of the Stated Value, plus
any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series C Preferred
Stock been converted into Common Stock immediately prior to such event.
Voting.
On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote, together with
the holders of the Common Stock, as a single class, on an “as converted” basis (after applying the beneficial ownership and
primary market limitations described below).
Restrictive
Covenants. Under the terms of the Series C Preferred Stock, the Company will be subject to certain customary restrictive covenants
regarding the incurrence of indebtedness, and the issuance of Common Stock (or securities convertible into Common Stock) at a price per
share less than the then-current conversion price.
Director
Designation Right. So long as 25% of the original Series C Preferred remains outstanding and not converted, the holders of a majority-in-interest
of the Series C Preferred Stock will have the collective right to designate one individual to be appointed to the Company’s board
of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate
governance committee.
Beneficial
Ownership Limitation. The Company will not effect any conversion of the Series C Preferred Stock, and a holder will not have the
right to receive dividends or convert any portion of the Series C Preferred Stock, to the extent that, after giving effect to the receipt
of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together
with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding
Common Stock.
Primary
Market Limitation. Unless the approval of the Company’s stockholders is not required by the applicable rules of Nasdaq for
issuances of Common Stock in excess of 19.99% of the outstanding Common Stock as of October 21, 2026 (or, if earlier, the date of the
definitive agreement for any transaction aggregated with the sale of the Series C Preferred Stock) (the “Market Limit”),
or unless the Company has obtained such approval, the Company shall not effect any conversion of the Series C Preferred Stock, including,
without limitation, any automatic conversion, and a holder shall not have the right to receive dividends on or convert any portion of
the Series C Preferred Stock, to the extent that, after giving effect to the receipt of Common Stock in connection with such dividends
or conversion, the holder would have received in excess of its pro rata share of the Market Limit.
Existing
Notes. As a result of the issuance of the Series C Preferred Stock with a conversion price below the current
conversion price under the Company’s 12.0% senior secured
convertible notes due 2029 (the “Existing Notes”), the conversion price under
the Existing Notes shall be reduced to $0.3519, the conversion price of the Series C Preferred Stock. In addition, Series C Investors
that are also holders of the Existing Notes acknowledged that the concerns underlying the event described
in Section 7(l) of the Existing Notes had been addressed as a result of the Company’s receipt of payment in
respect of Medicare claims submitted to Novitas Solutions, Inc., a Medicare Administrative Contractor designated by the Centers for Medicare
& Medicaid Services to process Medicare claims, which oversees the jurisdiction in which the Company’s laboratory in Irving,
Texas is located.
Registration
Rights. The Company and the Series C Investors also executed a registration rights agreement (the “Registration Rights Agreement”),
pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant
to the Series C Preferred Stock.
The
offer and sale of the shares of the Series C Preferred Stock, and the shares of Common Stock issuable upon conversion of, and in payment
of dividends on, the Series C Preferred Stock, are exempt from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the
investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer
of the securities.
The
securities have not been registered under the Securities Act and may not be offered or sold in United States absent registration or an
exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
forgoing description of the Series C Certificate of Designation and the Registration Rights Agreement is qualified in its entirety by
reference to the full text of the forms of such documents, copies of which are filed as Exhibit 3.1 and 10.1, respectively, to this Current
Report on Form 8-K.
| Item
3.03. |
Material
Modification to Rights of Security Holders. |
The
information set forth under Item 3.02 and Item 5.03 is incorporated herein by reference.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information set forth under Item 3.02 is incorporated herein by reference. Pursuant to Delaware law, the filing of the Series C Certificate
of Designation had the effect of amending the Company’s certificate of incorporation.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form
of Certificate of Designations of Preferences, Rights and Limitations of Series C Preferred Stock. |
| 10.1 |
|
Form of Registration Rights Agreement. |
| 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:
October 22, 2026 |
LUCID
DIAGNOSTICS INC. |
| |
|
|
| |
By:
|
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
Chief
Financial Officer |
