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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): September 22, 2025
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
Effective
September 22, 2025, the board of directors of Lucid Diagnostics Inc. (the “Company”) appointed John R. Palumbo as
a Class B director of the Company.
Mr.
Palumbo was designated for appointment by certain of the holders of the Company’s 12% Convertible Secured Promissory Notes Due
2029 (the “Convertible Notes”). Under the agreements governing the sale of the Convertible Notes, such holders 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.
Mr.
Palumbo has not engaged in any transactions with the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K.
In
connection with his appointment, the Company has entered into its standard form of indemnification agreement with Mr. Palumbo. The Company
expects to pay cash fees and grant equity awards to Mr. Palumbo in accordance with the Company’s existing compensation policy for
non-employee directors.
Item 7.01. Regulation FD Disclosure.
On
September 25, 2025, the Company issued a press release announcing the appointment of Mr. Palumbo. The press release is attached as Exhibit
99.1 hereto.
The
information furnished under Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, 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 |
| 99.1 |
|
Press release. |
| 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:
September 25, 2025 |
LUCID
DIAGNOSTICS INC. |
| |
|
|
| |
By:
|
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
Chief
Financial Officer |
