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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): November 21, 2023

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 21, 2023, Lucid Diagnostics Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company was no longer in compliance with the Equity Standard for continued listing on the Nasdaq Global Market. Nasdaq Listing Rule 5450(b)(1)(A) requires companies on the Nasdaq Global Market to maintain a minimum of $10,000,000 of stockholders’ equity for continued listing under the Equity Standard. Because the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 reported stockholders’ equity of $2,556,000 (and because the Company does not meet the alternative standards for Market Value or Total Assets/Total Revenue), the Company has fallen out of compliance with the continued listing standards for the Nasdaq Global Market.

 

In order to resolve this expeditiously, the Company intends to apply immediately to transfer the listing of its common stock to the Nasdaq Capital Market, as it currently would comply with that trading market’s continued listing standards. The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Market.

 

The Nasdaq notification has no effect at this time on the listing of the Company’s common stock, and the common stock will continue to trade uninterrupted under the symbol “LUCD.”

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
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: November 24, 2023 LUCID DIAGNOSTICS INC.
     
  By: /s/ Dennis McGrath
    Dennis McGrath
    Chief Financial Officer

 

 

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Nov. 21, 2023
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Entity File Number 001-40901
Entity Registrant Name LUCID DIAGNOSTICS INC.
Entity Central Index Key 0001799011
Entity Tax Identification Number 82-5488042
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 360 Madison Avenue
Entity Address, Address Line Two 25th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code (917)
Local Phone Number 813-1828
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Title of 12(b) Security Common Stock, Par Value $0.001 Per Share
Trading Symbol LUCD
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Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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