STOCK TITAN

Lucid Diagnostics (NASDAQ: LUCD) closes $18M underwritten stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lucid Diagnostics Inc. closed an underwritten public offering of 18,000,000 shares of common stock at $1.00 per share, raising gross proceeds of approximately $18 million. Net proceeds are expected to be about $16.8 million after underwriting discounts and expenses.

The company plans to use the net proceeds for working capital and general corporate purposes, helping fund its commercial-stage cancer prevention diagnostics business. The offering was made under an effective shelf registration statement on Form S-3, with Canaccord Genuity LLC and BTIG, LLC acting as joint bookrunners.

Positive

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Insights

Lucid raises $18M gross via underwritten stock sale to fund operations.

Lucid Diagnostics completed a primary equity offering of 18,000,000 common shares at $1.00 per share, generating approximately $18 million in gross proceeds and about $16.8 million in net proceeds.

The transaction was anchored by a $15 million investment from a fundamental institutional investor, supplemented by a large existing shareholder. This concentration suggests meaningful institutional participation within the overall deal size disclosed.

The company states it will use the proceeds for working capital and general corporate purposes, which typically includes funding ongoing commercialization and development. The shares were issued under an effective Form S-3 shelf, with a final prospectus supplement dated April 23, 2026 detailing the terms.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 18,000,000 shares Common stock sold in the underwritten offering
Offering price $1.00 per share Public offering price for each common share
Gross proceeds $18 million Total before underwriting discounts and expenses
Net proceeds $16.8 million Estimated net after underwriting discount and expenses
Anchor investment $15 million Investment from a fundamental institutional investor
underwritten offering financial
"previously announced underwritten offering to the public (the “Offering”)"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
registered direct offering financial
"previously announced underwritten registered direct offering of 18,000,000 common shares"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement on Form S-3 regulatory
"pursuant to a shelf registration statement on Form S-3 (File No. 333-291981)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
forward-looking statements regulatory
"This press release includes forward-looking statements that involve risk and uncertainties."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
gastroesophageal reflux disease (GERD) medical
"focused on the millions of patients with gastroesophageal reflux disease (GERD), also known as chronic heartburn"
false 0001799011 0001799011 2026-04-24 2026-04-24 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): 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.

 

Item 8.01. Other Events.

 

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

 

 

FAQ

What did Lucid Diagnostics (LUCD) announce in this 8-K filing?

Lucid Diagnostics announced the closing of an underwritten public offering of 18,000,000 common shares at $1.00 per share, raising about $18 million gross and approximately $16.8 million in net proceeds for working capital and general corporate purposes.

How much capital did Lucid Diagnostics (LUCD) raise in the offering?

Lucid Diagnostics raised gross proceeds of approximately $18 million by selling 18,000,000 common shares at $1.00 each. After underwriting discounts and estimated expenses, the company expects net proceeds of about $16.8 million from this underwritten offering.

What price and share count were used in Lucid Diagnostics’ new stock sale?

The company sold 18,000,000 shares of common stock at a price of $1.00 per share. This underwritten public offering generated about $18 million in gross proceeds before deducting underwriting discounts and other estimated offering expenses.

How will Lucid Diagnostics (LUCD) use the net proceeds from this offering?

Lucid Diagnostics intends to use the approximately $16.8 million in net proceeds for working capital and general corporate purposes. This typically supports ongoing operations, commercialization, and development activities within its cancer prevention diagnostics business focus.

Which investors participated in Lucid Diagnostics’ $18 million offering?

The 18,000,000-share offering at $1.00 per share was anchored by a $15 million investment from a fundamental institutional investor, with additional support from a large existing shareholder, as described in the company’s press release detailing the transaction.

Under which registration statement did Lucid Diagnostics conduct this offering?

The offering was conducted pursuant to Lucid Diagnostics’ shelf registration statement on Form S-3, File No. 333-291981, which was declared effective by the Securities and Exchange Commission on March 26, 2026, with a final prospectus supplement filed April 23, 2026.

Filing Exhibits & Attachments

5 documents