Lucid Diagnostics LUCD: Convertible Notes grant one board designee

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.

Rhea-AI Filing Summary

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.

Positive

• Convertible Notes include a clear governance mechanism: holders may designate one individual to the board
• The appointment right is subject to the company’s nominating and corporate governance committee, retaining internal vetting

Negative

• The designation right could permit note holders to obtain board representation, introducing third‑party influence on governance
• The filing references unspecified limitations, creating potential uncertainty about the scope and timing of the appointment

Insights

Corporate Governance Specialist

Note holders can name a director; governance oversight remains with committee.

The filing states that purchasers of the company’s Convertible Notes hold a collective right to designate one individual for appointment to Lucid Diagnostics’ board.

This designation is explicitly conditioned on unspecified limitations and the company’s nominating and corporate governance committee procedures, indicating the committee retains formal vetting and approval control.

The development is impactful to investors because it creates a direct governance linkage between note holders and board composition while preserving the company’s internal nominee review process.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance right do LUCD Convertible Notes holders receive?

The filing says holders collectively have the right to designate one individual to be appointed to Lucid Diagnostics’ board of directors.

Is the designated director automatically seated on the LUCD board?

No. The appointment is subject to certain limitations and the policies and procedures of the company’s nominating and corporate governance committee as stated in the filing.

How many board designees do the Convertible Notes allow for LUCD?

The agreement gives note holders the collective right to designate one board member.

Does the filing specify timing for the board appointment?

No. The excerpt does not provide dates or a timeline for when the designated individual would be appointed.

Which company document contains this disclosure for LUCD?

This information appears in Lucid Diagnostics’ Form 8‑K disclosure regarding the Convertible Notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/25/2025 - 08:57 AM Learn about SEC filing dates

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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).

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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

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