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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.
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 |
