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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): April 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 $0.001 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
7.01. |
Regulation
FD Disclosure. |
On
April 24, 2026, Lucid Diagnostics Inc. (the “Company”) issued a press release announcing the closing of the Offering
(as defined below). 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 exhibit 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.
On
April 24, 2026, the Company closed on the sale of 18,000,000 shares (the “Shares”) of the Company’s common stock,
at a price of $1.00 per share, in its previously announced underwritten offering to the public (the “Offering”). The
net proceeds from the Offering, after deducting the underwriting discount and other estimated expenses of the Offering, are expected
to be approximately $16.8 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes.
Canaccord
Genuity LLC and BTIG, LLC acted as joint bookrunners of the Offering.
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 final prospectus supplement thereto, dated April 23, 2026, filed with the SEC on April 23, 2026.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release announcing the closing. |
| 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 24, 2026 |
LUCID
DIAGNOSTICS INC. |
| |
|
|
| |
By: |
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
Chief
Financial Officer |
Exhibit
99.1

Lucid
Diagnostics Announces Closing of $18 Million Underwritten Offering of Common Stock
NEW
YORK, April 24, 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 closing of its previously
announced underwritten registered direct offering of 18,000,000 common shares at a purchase price of $1.00 per share, anchored by a $15
million 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, were
approximately $18 million. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
Canaccord
Genuity LLC and BTIG, LLC acted as joint bookrunners for the offering.
The
securities were offered 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. A final prospectus supplement and accompanying prospectus relating to the offering have been
filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov
and may also be obtained from 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 any securities in any state or other 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.
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