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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): January 26, 2024

 

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 3.02. Unregistered Sales of Equity Securities.

 

As previously disclosed, Lucid Diagnostics Inc. (the “Company”) and PAVmed Inc. (“PAVmed”), its parent company, are parties to a management services agreement (as amended to date, the “MSA”) and a payroll and benefit expense reimbursement agreement (the “PBERA”). Pursuant to these agreements, PAVmed provides management and oversight of certain of the Company’s activities, makes certain resources available to the Company, and pays certain payroll and benefit-related expenses in respect of the Company’s personnel on behalf of the Company. PAVmed may elect to receive payment of fees and reimbursement of expenses under such agreements in shares of the Company’s common stock, subject to the terms of such agreements (including, in the case of the PBERA, subject to approval of the Company’s board of directors).

 

In accordance with the MSA and the PBERA, on January 26, 2024, PAVmed elected to receive payment of $4,675,256 of fees and reimbursements accrued under the MSA and the PBERA during the period from October 1, 2022 through December 31, 2022, through the issuance of 3,331,771 shares of the Company’s common stock. As previously disclosed, this number of shares to be issued by the Company to PAVmed is equal to the aggregate number of shares of the Company’s common stock that PAVmed will be distributing to its stockholders, on or prior to February 15, 2024.

 

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: January 30, 2024 LUCID DIAGNOSTICS INC.
     
  By: /s/ Dennis McGrath
    Dennis McGrath
    Chief Financial Officer

 

 

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Jan. 26, 2024
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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)
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Title of 12(b) Security Common Stock, Par Value $0.001 Per Share
Trading Symbol LUCD
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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