LUCD Files 8-K; Prospectus Supplements and Press Release Confirm Closing

Rhea-AI Filing Summary

Lucid Diagnostics, Inc. disclosed a material event on a Form 8-K filed on September 11, 2025. The filing references a preliminary prospectus supplement dated September 9, 2025 and a final prospectus supplement dated September 10, 2025, and attaches a press release announcing the closing as Exhibit 99.1. The document is signed by Dennis McGrath, Chief Financial Officer. The filing indicates a Regulation FD disclosure checkbox and an Inline XBRL cover page data file are included.

The short filing confirms paperwork and a press release related to a completed transaction or offering, but it does not disclose financial terms, the size of any offering, counterparties, or operational impacts. The available content documents the administrative close and supporting prospectus supplements without quantitative details.

Positive

• Final prospectus supplement filed on September 10, 2025, indicating completion of documentation
• Press release attached (Exhibit 99.1) announcing the closing, signaling the transaction reached a closing milestone
• Form 8-K executed by CFO demonstrating formal corporate disclosure and regulatory compliance

Negative

• No financial terms disclosed in the filing (no offering size, proceeds, or pricing stated)
• Counterparties and operational impact absent; the filing does not identify buyers, underwriters, or strategic implications
• Limited substance in the filing text; reliance on the attached press release for material details

Insights

Corporate Finance Analyst

TL;DR: The company filed closing documentation and prospectus supplements but disclosed no financial terms.

The Form 8-K lists a preliminary prospectus supplement dated September 9, 2025 and a final supplement dated September 10, 2025, plus a press release (Exhibit 99.1) announcing a closing. This pattern typically records completion of a securities offering or similar transaction and the related public notice.

Key dependencies are the missing quantitative disclosures: there are no offering sizes, proceeds, underwriting details, or counterparty names in the available text. Investors should expect further filings or the full press release for material figures within days to weeks following this 8-K.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

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.

Understanding 8-K Material Events →

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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 11, 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 7.01. Regulation FD Disclosure.

On September 11, 2025, 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 Exhibits 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 September 11, 2025, the Company closed on the sale of 28,750,000 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 Shares include 3,750,000 shares of the Company’s common stock subject to the underwriters’ option, which was exercised in full at the closing. The net proceeds from the Offering, after deducting the underwriting discount and other estimated expenses of the Offering, are expected to be approximately $26.9 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 and Maxim Group LLC acted as co-manager of the Offering.

The Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-268560), which was filed with the Securities and Exchange Commission (“SEC”) on November 25, 2022 and declared effective by the SEC on December 6, 2022, a preliminary prospectus supplement thereto, dated September 9, 2025, filed with the SEC on September 9, 2025, and a final prospectus supplement thereto, dated September 10, 2025, filed with the SEC on September 10, 2025.

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: September 11, 2025	LUCID DIAGNOSTICS INC.
	By:	/s/ Dennis McGrath
		Dennis McGrath
		Chief Financial Officer

FAQ

What did Lucid Diagnostics (LUCD) disclose in the Form 8-K filed Sept 11, 2025?

The company filed a Form 8-K dated September 11, 2025 referencing a preliminary prospectus supplement dated September 9, 2025, a final prospectus supplement dated September 10, 2025, and a press release (Exhibit 99.1) announcing the closing.

Does the 8-K include the financial terms of the transaction?

No. The available filing text does not disclose offering size, proceeds, pricing, or other financial terms.

Where can investors find more details about the closing announced by LUCD?

The filing attaches a press release as Exhibit 99.1; that press release and the prospectus supplements are the likely sources for detailed terms.

Who signed the Form 8-K for Lucid Diagnostics (LUCD)?

The Form 8-K is signed by Dennis McGrath, Chief Financial Officer.

Were any regulatory data files included with the filing?

Yes; the cover page Interactive Data File is included as Inline XBRL (Form exhibit 104 referenced).