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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): March 26, 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
2.02 |
Results of Operations
and Financial Condition. |
On
March 26, 2026, Lucid Diagnostics Inc. (the “Company”) issued a press release announcing financial results for its
fiscal year ended December 31, 2025 and providing a business update. A copy of the press release is attached to this report as Exhibit
99.1 and is incorporated herein by reference.
| Item
7.01. | Regulation
FD Disclosure. |
The
disclosure set forth under Item 2.02 is incorporated herein by reference.
The
information furnished under Items 2.02 and 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:
March 26, 2026 |
LUCID
DIAGNOSTICS INC. |
| |
|
|
| |
By:
|
/s/
Dennis McGrath |
| |
|
Dennis
McGrath |
| |
|
Chief
Financial Officer |
Exhibit
99.1
Lucid
Diagnostics Provides Business Update and Reports Fourth Quarter and Full Year 2025 Financial Results
Processed
3,664 EsoGuard® tests and recognized 4Q25 revenue of $1.5 million
Expanded
EsoGuard access with U.S. Department of Veterans Affairs contract award and strengthened clinical evidence with positive data from the
largest reported real-world experience of esophageal precancer detection
Conference
call and webcast to be held today, March 26, at 8:30 AM EST
NEW
YORK, March 26, 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) (“PAVmed”), today provided a
business update for the Company and reported financial results for the fourth quarter and full year ended December 31, 2025.
Conference
Call and Webcast
The
webcast will take place on Thursday, March 26, 2026, at 8:30 AM and will be accessible in the investor relations section of the Company’s
website at luciddx.com. Alternatively, to access the conference call by telephone, U.S.-based callers should dial 1-800-836-8184
and international listeners should dial 1-646-357-8785. All listeners should provide the operator with the conference call name “Lucid
Diagnostics Business Update” to join.
Following
the conclusion of the conference call, a replay will be available for 30 days on the investor relations section of the Company’s
website at luciddx.com.
Business
Highlights
“Throughout
2025, we established a strong commercial foundation for EsoGuard, demonstrating that we can consistently generate and sustain demand,
drive physician adoption, and engage effectively with both health systems and commercial payors,”
said Lishan Aklog, M.D., Lucid’s Chairman and Chief Executive Officer. “As we move into 2026, our focus is
on building on that foundation by converting demand into revenue, with priorities including deepening our relationship with the VA, expanding
adoption across health systems, advancing coverage with commercial payors, and securing Medicare coverage, which we still expect in the
near-term.”
Highlights
from the fourth quarter and recent weeks:
| ● | Processed
3,664 EsoGuard® Esophageal DNA Tests in 4Q25. |
| | | |
| ● | Recognized
$1.5 million in EsoGuard revenue for 4Q25. |
| | | |
| ● | Awarded
U.S. Department of Veterans Affairs (VA) contract for EsoGuard, expanding access across
the nation’s largest integrated healthcare system serving approximately nine million
veterans. The contract, issued under the VA Federal Supply Schedule, includes Medicare-aligned
pricing of $1,938 and spans approximately 170 VA medical centers nationwide under a single
national framework. |
| | | |
| ● | Announced
positive data from the largest reported real-world experience of esophageal precancer
detection, evaluating Lucid’s EsoGuard and EsoCheck® Esophageal Cell
Collection Device in nearly 12,000 at-risk patients. Real-world data demonstrated that
EsoCheck achieved a 95% technical success rate and that 95% of procedures were completed
in under two minutes, while physicians used EsoGuard appropriately in routine clinical practice. |
Financial
Results
| ● | For
the three months ended December 31, 2025, EsoGuard related revenues were $1.5 million. Operating
expenses were approximately $15.5 million, which included stock-based compensation expenses
of $1.2 million. GAAP net loss attributable to common stockholders was approximately $16.3
million or $(0.12) per common share. |
| | | |
| ● | As
shown below and for the purpose of illustrating the effect of stock-based compensation and
other non-cash income and expenses on the Company’s financial results, the Company’s
non-GAAP adjusted loss for the three months ended December 31, 2025 was approximately $12.6
million or $(0.10) per common share. |
| | | |
| ● | Lucid
had cash and cash equivalents of $34.7 million as of December 31, 2025, compared to $22.4
million as of December 31, 2024. |
| | | |
| ● | The
audited financial results for the year ended December 31, 2025, were filed with the SEC on
Form 10-K on March 25, 2026, and available at www.luciddx.com or www.sec.gov. |
Lucid
Non-GAAP Measures
| ● | To supplement our audited financial results presented in accordance with U.S. generally accepted accounting principles (GAAP), management provides certain non-GAAP financial measures of the Company’s financial results. These non-GAAP financial measures include net loss before interest, taxes, depreciation, and amortization (EBITDA), and non-GAAP adjusted loss, which further adjusts EBITDA for stock-based compensation expense and other non-cash income and expenses, if any. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted loss are not recognized terms under U.S. GAAP.
|
| ● | Non-GAAP
financial measures are presented with the intent of providing greater transparency to the
information used by us in our financial performance analysis and operational decision-making.
We believe these non-GAAP financial measures provide meaningful information to assist investors,
shareholders, and other readers of our unaudited financial statements in making comparisons
to our historical financial results and analyzing the underlying performance of our results
of operations. These non-GAAP financial measures are not intended to be, and should not be,
a substitute for, considered superior to, considered separately from, or as an alternative
to, the most directly comparable GAAP financial measures. |
| | | |
| ● | Non-GAAP
financial measures are provided to enhance readers’ overall understanding of our current
financial results and to provide further information for comparative purposes. Management
believes the non-GAAP financial measures provide useful information to management and investors
by isolating certain expenses, gains, and losses that may not be indicative of our core operating
results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP
adjusted loss, and its presentation is intended to help the reader understand the effect
of the loss on the issuance or modification of convertible securities, the periodic change
in fair value of convertible securities, the loss on debt extinguishment, and the corresponding
accounting for non-cash charges on financial performance. In addition, management believes
non-GAAP financial measures enhance the comparability of results against prior periods. |
| | | |
| ● | A
reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures
included in this press release for the three months and years ended December 31, 2025, and
2024 are as follows: |
| Condensed consolidated statements of operations (unaudited) |
| |
| (in thousands except per-share amounts) | |
For the three months ended
December 31, | | |
For the year ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 1,504 | | |
$ | 1,197 | | |
$ | 4,706 | | |
$ | 4,346 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| 15,514 | | |
| 13,571 | | |
| 54,346 | | |
| 50,398 | |
| Other (Income) expense | |
| 2,256 | | |
| (833 | ) | |
| 8,370 | | |
| (523 | ) |
| Net Loss | |
| (16,266 | ) | |
| (11,541 | ) | |
| (58,010 | ) | |
| (45,529 | ) |
| Net income (loss) per common share, basic and diluted | |
$ | (0.12 | ) | |
$ | (0.20 | ) | |
$ | (0.69 | ) | |
$ | (1.05 | ) |
| Net loss attributable to common stockholders | |
| (16,266 | ) | |
| (11,541 | ) | |
| (70,569 | ) | |
| (53,025 | ) |
| Preferred Stock dividends and deemed dividends | |
| — | | |
| — | | |
| 12,559 | | |
| 7,496 | |
| Net income (loss) as reported | |
| (16,266 | ) | |
| (11,541 | ) | |
| (58,010 | ) | |
| (45,529 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization expense1 | |
| 210 | | |
| 222 | | |
| 872 | | |
| 1,167 | |
| Interest expense, net2 | |
| (104 | ) | |
| (58 | ) | |
| (364 | ) | |
| (296 | ) |
| EBITDA | |
| (16,160 | ) | |
| (11,377 | ) | |
| (57,502 | ) | |
| (44,658 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other non-cash or financing related expenses: | |
| | | |
| | | |
| | | |
| | |
| Stock-based compensation expense3 | |
| 1,165 | | |
| 1,172 | | |
| 4,491 | | |
| 4,534 | |
| Operating expenses issued in stock1 | |
| — | | |
| 98 | | |
| 234 | | |
| 346 | |
| Change in FV convertible debt2 | |
| 2,359 | | |
| (4,825 | ) | |
| 7,656 | | |
| (5,394 | ) |
| Debt extinguishments loss - Senior Secured Convertible Note2 | |
| — | | |
| — | | |
| 1,078 | | |
| — | |
| Equity issuance cost extinguishment | |
| — | | |
| 4,050 | | |
| — | | |
| 5,167 | |
| Non-GAAP adjusted (loss) | |
$ | (12,636 | ) | |
$ | (10,882 | ) | |
$ | (44,043 | ) | |
$ | (40,005 | ) |
| Basic and Diluted shares outstanding | |
| 131,070 | | |
| 58,378 | | |
| 101,947 | | |
| 50,516 | |
| Non-GAAP adjusted (loss) income per share | |
$ | (0.10 | ) | |
$ | (0.19 | ) | |
$ | (0.43 | ) | |
$ | (0.79 | ) |
1
Included in general and administrative expenses in the financial statements.
2
Included in other income and expenses.
3
Stock-based compensation (“SBC”) expense included in operating expenses is detailed as follows in the table below by
category within operating expenses for the non-GAAP Net operating expenses:
| Reconciliation of GAAP Operating Expenses to Non-GAAP Net Operating Expenses |
| |
| (in thousands except per-share amounts) | |
For the three months ended
December 31, | | |
For the year ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Cost of revenues | |
$ | 1,859 | | |
$ | 2,145 | | |
$ | 6,670 | | |
$ | 7,099 | |
| Stock-based compensation expense3 | |
| (39 | ) | |
| (42 | ) | |
| (191 | ) | |
| (164 | ) |
| Net cost of revenues | |
| 1,820 | | |
| 2,103 | | |
| 6,479 | | |
| 6,935 | |
| | |
| | | |
| | | |
| | | |
| | |
| Amortization of intangible assets | |
| 106 | | |
| 105 | | |
| 421 | | |
| 688 | |
| | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing | |
| 5,343 | | |
| 4,003 | | |
| 17,710 | | |
| 16,463 | |
| Stock-based compensation expense3 | |
| (269 | ) | |
| (300 | ) | |
| (1,021 | ) | |
| (1,365 | ) |
| Net sales and marketing | |
| 5,074 | | |
| 3,703 | | |
| 16,689 | | |
| 15,098 | |
| | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 6,483 | | |
| 5,865 | | |
| 23,867 | | |
| 20,156 | |
| Depreciation expense | |
| (104 | ) | |
| (117 | ) | |
| (451 | ) | |
| (479 | ) |
| Operating expenses issued in stock | |
| — | | |
| (98 | ) | |
| (234 | ) | |
| (346 | ) |
| Stock-based compensation expense3 | |
| (734 | ) | |
| (691 | ) | |
| (2,795 | ) | |
| (2,330 | ) |
| Net general and administrative | |
| 5,645 | | |
| 4,959 | | |
| 20,387 | | |
| 17,001 | |
| | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 1,723 | | |
| 1,453 | | |
| 5,678 | | |
| 5,992 | |
| Stock-based compensation expense3 | |
| (123 | ) | |
| (139 | ) | |
| (484 | ) | |
| (675 | ) |
| Net research and development | |
| 1,600 | | |
| 1,314 | | |
| 5,194 | | |
| 5,317 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 15,514 | | |
| 13,571 | | |
| 54,346 | | |
| 50,398 | |
| Depreciation and amortization expense | |
| (210 | ) | |
| (222 | ) | |
| (872 | ) | |
| (1,167 | ) |
| Operating expenses issued in stock | |
| — | | |
| (98 | ) | |
| (234 | ) | |
| (346 | ) |
| Stock-based compensation expense3 | |
| (1,165 | ) | |
| (1,172 | ) | |
| (4,491 | ) | |
| (4,534 | ) |
| Net operating expenses | |
$ | 14,139 | | |
$ | 12,079 | | |
$ | 48,749 | | |
$ | 44,351 | |
About
Lucid Diagnostics
Lucid
Diagnostics Inc. is a commercial-stage, cancer prevention medical diagnostics company, and subsidiary of PAVmed Inc. Lucid is focused
on the millions of patients with 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 - the first and only commercially available tools designed with the goal
of preventing esophageal cancer and cancer deaths through widespread, early detection of esophageal precancer in at-risk patients.
For
more information, please visit luciddx.com and for more information about its parent company PAVmed, please visit 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
