Lucid Diagnostics Inc 10-Q for FY2026 Q2
Lucid Diagnostics Inc. (LUCD)
About this 10-Q
Lucid Diagnostics Inc filed this 10-Q on August 12, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.47M
- up 26.7% from $1.16M a year earlier
- Net loss
- $11.69M
- compared with a net loss of $4.44M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission File Number:
LUCID DIAGNOSTICS INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of | (IRS Employer |
Incorporation or Organization) | Identification No.) |
| |
25th Floor |
|
(Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each Class |
| Trading Symbol(s) |
| Name of each Exchange on which Registered |
|
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer | ☐ | Accelerated filed | ☐ |
☒ | Smaller reporting company | ||
|
| 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(c) of the Exchange Act
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of June 30, 2026 and August 10, 2026 there were 203,066,783 and
Part I - Financial Information
and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except number of shares and per share data - unaudited)
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| June 30, 2026 |
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| December 31, 2025 |
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Assets: |
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Current assets: |
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Cash |
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Accounts receivable |
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Inventory |
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Prepaid expenses, deposits, and other current assets |
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Total current assets |
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Fixed assets, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Other assets |
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Total assets |
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Liabilities, Preferred Stock and Stockholders’ Equity (Deficit) |
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Current liabilities: |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Operating lease liabilities, current portion |
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Senior Secured Convertible Notes - at fair value |
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Total current liabilities |
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Operating lease liabilities, less current portion |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Stockholders’ Equity (Deficit): |
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Preferred stock, $ par value, shares authorized; Series B and Series B-1 Convertible Preferred Stock, issued and outstanding and as of June 30, 2026 and December 31, 2025, respectively |
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Common stock, $ par value, and shares authorized as of June 30, 2026 and December 31, 2025, respectively; and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders’ Equity (Deficit) |
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Total Liabilities and Stockholders’ Equity (Deficit) |
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| $ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except number of shares and per share data - unaudited)
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| Three Months Ended |
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| Six Months Ended |
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| June 30, |
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| June 30, |
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| 2026 |
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| 2026 |
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Revenue |
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Operating expenses: |
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Cost of revenue |
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Sales and marketing |
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General and administrative |
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Amortization of acquired intangible assets |
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Research and development |
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Total operating expenses |
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Operating loss |
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Other income (expense): |
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Interest income |
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Interest expense |
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Change in fair value - Senior Secured Convertible Note |
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Other income (expense), net |
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Loss before provision for income tax |
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Provision for income taxes |
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Net loss attributable to Lucid Diagnostics Inc. |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Less: Series B Convertible Preferred Stock dividends earned |
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Net loss attributable to Lucid Diagnostics Inc. common stockholders |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Net loss per share attributable to Lucid Diagnostics Inc. common stockholders - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Weighted average common shares outstanding, basic and diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
for the THREE and Six MONTHS ENDED June 30, 2026
(in thousands except number of shares and per share data - unaudited)
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| Additional |
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| Preferred Stock |
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| Common Stock |
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| Paid-In |
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| Accumulated |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance as of March 31, 2026 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan |
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Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan |
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| — |
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| — |
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Stock-based compensation - PAVmed Inc. 2014 Equity Plan |
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| — |
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Issuance - Interest payment paid in stock |
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Issuance - Registered Direct Offering, net of fees |
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Issuance - Dividend on Series B-1 Preferred Stock (remaining shares held in abeyance) |
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Conversions - Series B-1 Preferred Stock (remaining shares held in abeyance) |
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Issuance - release of shares held in abeyance |
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Net loss |
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| — |
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Balance as of June 30, 2026 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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| Additional |
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| Preferred Stock |
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| Common Stock |
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| Paid-In |
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| Accumulated |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance as of December 31, 2025 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan |
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Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan |
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| — |
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Stock-based compensation - PAVmed Inc. 2014 Equity Plan |
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Vest - restricted stock awards |
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Issuance - At-The-Market Facility, net of deferred financing charges |
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Purchase - Employee Stock Purchase Plan |
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Issuance - Interest payment paid in stock |
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Issuance - Registered Direct Offering, net of fees |
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Issuance - Dividend on Series B Preferred Stock |
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Issuance - Dividend on Series B-1 Preferred Stock (remaining shares held in abeyance) |
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Conversions - Series B Preferred Stock (remaining shares held in abeyance) |
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Conversions - Series B-1 Preferred Stock (remaining shares held in abeyance) |
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Issuance - release of shares held in abeyance |
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Tax withholdings on equity based compensation |
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Net loss |
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Balance as of June 30, 2026 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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See accompanying notes to the unaudited condensed consolidated financial statements.
LUCID DIAGNOSTICS INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
for the Three and Six Months Ended June 30, 2025
(in thousands except number of shares and per share data - unaudited)
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| Additional |
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| Preferred Stock |
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| Common Stock |
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| Paid-In |
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| Accumulated |
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| Shares |
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| Amount |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance as of March 31, 2025 |
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Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan |
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Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan |
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Stock-based compensation - PAVmed Inc. 2014 Equity Plan |
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Issuance - At-The-Market Facility, net of deferred financing charges |
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Issuance - Interest payment paid in stock |
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Issuance - Confidentially Marketed Public Offering, net of fees |
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Issuance - Dividend on Series B and Series B-1 Preferred Stock |
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Net loss |
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Balance as of June 30, 2025 |
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| $ |
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| $ | ( | ) |
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| | | | | | | | | | | | | | | | | | Additional | | | | | | | | | | |
| | Preferred Stock | | | Common Stock | | | Paid-In | | | Accumulated | | | | | | ||||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Total | | |||||||
Balance as of December 31, 2024 | | | | | $ | | | | | | $ | | | $ | | | $ | ( | ) | | $ | | ||||||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan | | | — | | | | | | | | | | | | | | | | | | | | ||||||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | | | — | | | | | | | — | | | | | | | | | | | | | | |||||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | | | — | | | | | | | — | | | | | | | | | | | | | | |||||
Issuance - At-The-Market Facility, net of deferred financing charges | | | — | | | | | | | | | | | | | | | | | | | | ||||||
Purchase - Employee Stock Purchase Plan | | | — | | | | | | | | | | | | | | | | | | | | ||||||
Issuance - Interest payment paid in stock | | | — | | | | | | | | | | | | | | | | | | | | ||||||
Issuance - Registered Direct Offering, net of fees | | | — | | | | | | | | | | | | | | | | | | | | ||||||
Issuance - Confidentially Marketed Public Offering, net of fees | | | — | | | | | | | | | | | | | | | | | | | | ||||||
Issuance - Dividend on Series B and Series B-1 Preferred Stock | | | — | | | | | | | | | | | | | | | | ( | ) | | | | |||||
Net loss | | | — | | | | | | | — | | | | | | | | | | ( | ) | | | ( | ) | |||
Balance as of June 30, 2025 | | | | | $ | | | | | | $ | | | $ | | | $ | ( | ) | | $ | | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands except number of shares and per share data - unaudited)
|
| Six Months Ended June 30, |
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| 2026 |
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| 2025 |
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Cash flows from operating activities |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Depreciation and amortization expense |
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Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan |
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Stock-based compensation - PAVmed Inc. 2014 Equity Plan |
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Change in fair value - Senior Secured Convertible Note |
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Amortization of common stock payment for vendor service agreement |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Due To: PAVmed Inc. - operating expenses, employee related costs, MSA Fee |
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Net cash flows used in operating activities |
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|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchase of equipment |
|
| ( | ) |
|
| ( | ) |
Net cash flows used in investing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds – issue of common stock - Registered Direct Offering, net of fees |
|
|
|
|
|
| ||
Proceeds – issue of common stock - Confidentially Marketed Public Offering, net of fees |
|
|
|
|
|
| ||
Proceeds – issue of Senior Secured Convertible Notes |
|
|
|
|
|
| ||
Proceeds – issue of common stock – At-The-Market Facility |
|
|
|
|
|
| ||
Tax withholdings on equity based compensation |
|
| ( | ) |
|
|
| |
Proceeds – exercise of stock options |
|
|
|
|
|
| ||
Proceeds – issue common stock – Employee Stock Purchase Plan |
|
|
|
|
|
| ||
Net cash flows provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash |
|
| ( | ) |
|
|
| |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
See accompanying notes to the unaudited condensed consolidated financial statements.
and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in these accompanying notes are presented in thousands, except number of shares and per-share amounts.)
Note 1 — The Company
Description of the Business
Lucid Diagnostics Inc. ("Lucid", "Lucid Diagnostics", or the “Company”) is a commercial-stage, cancer prevention medical diagnostics company. Lucid is focused on the millions of patients with gastroesophageal reflux disease ("GERD"), also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma ("EAC").
EsoGuard is a bisulfite-converted next-generation sequencing ("NGS") DNA assay performed on surface esophageal cells collected with EsoCheck. Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS DNA assay.
EsoCheck is an FDA 510(k) cleared and CE Mark certified noninvasive swallowable balloon capsule catheter device designed for in-office targeted sampling of surface esophageal cells in a less than two minute long office procedure. It consists of a vitamin sized semi-rigid plastic capsule tethered to a thin silicone catheter from which a soft inflatable silicone balloon with textured ridges emerges to gently swab surface esophageal cells. When suction is applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal.
EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”). EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and Barrett’s Esophagus (“BE”), including dysplastic BE and related precursors to EAC in patients with chronic GERD.
Note 2 — Liquidity and Going Concern
The Company’s management is required to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.
The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company generated $
The Company incurred a net loss attributable to its common stockholders of approximately $
Note 2 — Liquidity and Going Concern - continued
The Company’s ability to continue operations 12 months beyond the issuance of the financial statements, will depend upon generating substantial revenue that is conditioned upon obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, and increasing revenue through cash pay and contracted revenue programs that target, among others, concierge medicine practices and self-insured employers, and on its ability to raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.
Note 3 — Summary of Significant Accounting Policies
Significant Accounting Policies
The Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 25, 2026, except as otherwise noted herein below.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company is a non-consolidated subsidiary of PAVmed, which has the ability to exercise significant influence over the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.
As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2025 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information.
The unaudited condensed consolidated results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2026.
All amounts in the accompanying unaudited condensed consolidated financial statements and the notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.
Note 3 — Summary of Significant Accounting Policies - continued
Use of Estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserves, if any, and liabilities and the disclosure of contingent losses, as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity awards and intangible assets. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, revenue recognition requires management to make significant estimates related to variable consideration in customer contracts and the determination of the amount of such consideration that is not constrained. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.
Revenue Recognition
Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The key aspects considered by the Company include the following:
Contracts— The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.
Performance obligations—A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.
Note 3 — Summary of Significant Accounting Policies - continued
Transaction price—The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.
If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved.
When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience.
Allocate transaction price—The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service.
Practical Expedients—The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.
Fair Value Option (“FVO”) Election
Under a Securities Purchase Agreement dated November 12, 2024, the Company issued Senior Secured Convertible Notes dated November 22, 2024, referred to herein as the “2024 Convertible Notes”, which are accounted under the “fair value option election” as discussed below.
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging, (“ASC 815”), a financial instrument containing embedded features and/or options may be required to be bifurcated from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date.
Note 3 — Summary of Significant Accounting Policies - continued
Alternatively, FASB ASC Topic 825, Financial Instruments, (“ASC 825”) provides for the “fair value option” (“FVO”) election. In this regard, ASC 825-10-15-4 provides for the FVO election (to the extent not otherwise prohibited by ASC 825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. The estimated fair value adjustment of the 2024 Convertible Notes, including the component related to accrued interest, is presented in a single line item within other income (expense) in the accompanying unaudited condensed consolidated statement of operations (as provided for by ASC 825-10-50-30(b)). Further, as required by ASC 825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the 2024 Convertible Notes).
See Note 9, Financial Instruments Fair Value Measurements, with respect to the FVO election; and Note 10, Debt, for a discussion of the 2024 Convertible Notes.
Recent Accounting Standards Updates Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update may be applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its unaudited condensed consolidated financial statements.
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact this update will have on its unaudited condensed consolidated financial statements and disclosures.
10
Note 4 — Revenue from Contracts with Customers
Revenue Recognized
In the three and six months ended June 30, 2026, the Company recognized revenue of $
Cost of Revenue
The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.
In the three and six months ended June 30, 2026, the cost of revenue was $
Note 5 — Related Party Transactions
The aggregate Due To: PAVmed Inc. for the period indicated is summarized as follows:
|
| MSA Fees |
|
| Employee-Related Costs |
|
| PAVmed Inc. OBO Payments |
|
| Total |
| ||||
Balance - December 31, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
MSA fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
ERC - Benefits |
|
|
|
|
|
|
|
|
|
|
|
| ||||
On Behalf Of (OBO) activities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash payments to PAVmed Inc. |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance - June 30, 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Note 5 — Related Party Transactions - continued
PAVmed - Management Services Agreement
The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed. The MSA does not have a termination date, but may be terminated by the Company’s board of directors. The MSA Fee is charged on a monthly basis and is subject to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and PAVmed.
The MSA Fee expense classification in the unaudited condensed consolidated statement of operations for the periods noted is as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Sales & Marketing |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
General & Administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research & Development |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total MSA Fee |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses. In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, and other employees and activities classified as general and administrative.
Note 6 — Prepaid Expenses, Deposits, and Other Current Assets
Prepaid expenses and other current assets consisted of the following as of:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Advanced payments to service providers and suppliers |
| $ |
|
| $ |
| ||
Prepaid insurance |
|
|
|
|
|
| ||
Deposits |
|
|
|
|
|
| ||
Total prepaid expenses, deposits and other current assets |
| $ |
|
| $ |
| ||
12
Note 7 — Leases
The Company’s future lease payments as of June 30, 2026, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:
2026 (remainder of year) |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Total lease payments |
| $ |
| |
Less: imputed interest |
|
| ( | ) |
Present value of lease liabilities |
| $ |
|
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:
|
| Six Months Ended June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
|
|
|
|
|
|
Operating cash flows from operating leases |
| $ |
|
| $ |
| ||
Non-cash investing and financing activities |
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ |
|
| $ |
| ||
Weighted-average remaining lease term - operating leases (in years) |
|
|
|
|
|
| ||
Weighted-average discount rate - operating leases |
|
| % |
|
| % | ||
As of June 30, 2026 and December 31, 2025, the Company’s right-of-use assets from operating leases were $
13
Note 8 — Commitment and Contingencies
Other Matters
In the ordinary course of Lucid’s business, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, although the Company has insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.
Note 9 — Financial Instruments Fair Value Measurements
Recurring Fair Value Measurements
The fair value hierarchy table for the reporting date noted is as follows:
|
| Fair Value Measurement on a Recurring Basis at Reporting Date Using1 |
| |||||||||||||
|
| Level-1 Inputs |
|
| Level-2 Inputs |
|
| Level-3 Inputs |
|
| Total |
| ||||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Convertible Notes |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Totals |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| Level-1 Inputs |
|
| Level-2 Inputs |
|
| Level-3 Inputs |
|
| Total |
| ||||
December 31, 2025 |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
2024 Convertible Notes |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Totals |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
1 | There were no transfers between the respective Levels during the six months ended June 30, 2026. |
Note 9 — Financial Instruments Fair Value Measurements - continued
As discussed in Note 10, Debt, the Company issued Senior Secured Convertible Notes dated November 22, 2024 with a $
The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.
The estimated fair value of the 2024 Convertible Notes as of each June 30, 2026 and December 31, 2025 was computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:
|
| 2024 Convertible Notes: |
|
| 2024 Convertible Notes: |
| ||
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Fair Value |
| $ |
|
| $ |
| ||
Face value principal payable |
| $ |
|
| $ |
| ||
Required rate of return |
|
| % |
|
| % | ||
Conversion Price |
| $ |
|
| $ |
| ||
Value of common stock |
| $ |
|
| $ |
| ||
Expected term (years) |
|
|
|
|
|
| ||
Volatility |
|
| % |
|
| % | ||
Risk free rate |
|
| % |
|
| % | ||
Dividend yield |
|
| % |
|
| % | ||
The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and/or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the volatility of similar entities within the medical device industry. Changes in these assumptions can materially affect the estimated fair values.
15
Note 10 — Debt
The fair value and face value principal outstanding of the 2024 Convertible Notes as of the dates indicated are as follows:
|
|
|
|
|
|
|
|
|
|
| Face Value |
|
|
|
|
| |
| Contractual |
| Stated |
|
| Conversion |
|
| Principal |
|
|
|
|
| |||
| Maturity Date |
| Interest Rate |
|
| Price per Share |
|
| Outstanding |
|
| Fair Value |
| ||||
2024 Convertible Notes |
|
| % |
| $ |
|
| $ |
|
| $ |
| |||||
Balance as of June 30, 2026 |
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
| Face Value |
|
|
|
|
| |
| Contractual |
| Stated |
|
| Conversion |
|
| Principal |
|
|
|
|
| |||
| Maturity Date |
| Interest Rate |
|
| Price per Share |
|
| Outstanding |
|
| Fair Value |
| ||||
2024 Convertible Notes |
|
| % |
| $ |
|
| $ |
|
| $ |
| |||||
Balance as of December 31, 2025 |
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||
The changes in the fair value of debt during the three and six months ended June 30, 2026 is as follows:
|
| 2024 |
|
| Other Income |
| ||
|
| Convertible Notes |
|
| (expense) |
| ||
Fair Value at March 31, 2026 |
| $ |
|
| $ | — |
| |
Non-installment payments – common stock |
|
| ( | ) |
|
| — |
|
Non-installment payments – cash interest paid |
|
| ( | ) |
|
| — |
|
Change in fair value |
|
|
|
|
|
| ||
Fair Value at June 30, 2026 |
| $ |
|
|
|
|
| |
Other Income (Expense) - Change in fair value – three months ended June 30, 2026 |
|
|
|
|
| $ |
| |
|
| 2024 |
|
| Other Income |
| ||
|
| Convertible Notes |
|
| (expense) |
| ||
Fair Value - December 31, 2025 |
| $ |
|
| $ |
| ||
Non-installment payments – common stock |
|
| ( | ) |
|
|
| |
Non-installment payments – cash interest paid |
|
| ( | ) |
|
|
| |
Change in fair value |
|
|
|
|
| ( | ) | |
Fair Value at June 30, 2026 |
| $ |
|
|
|
| | |
Other Income (Expense) - Change in fair value – six months ended June 30, 2026 |
|
|
| |
| $ | ( | ) |
The changes in the fair value of debt during the three and six months ended June 30, 2025 is as follows:
|
| 2024 |
|
| Other Income |
| ||
|
| Convertible Notes |
|
| (expense) |
| ||
Fair Value at March 31, 2025 |
| $ |
|
| $ |
| ||
Non-installment payments – common stock |
|
| ( | ) |
|
|
| |
Non-installment payments – cash interest paid |
|
| ( | ) |
|
|
| |
Change in fair value |
|
|
|
|
|
| ||
Fair Value at June 30, 2025 |
| $ |
|
|
|
|
| |
Other Income (Expense) - Change in fair value – three months ended June 30, 2025 |
|
|
|
|
| $ |
| |
|
| 2024 |
|
| Other Income |
| ||
|
| Convertible Notes |
|
| (expense) |
| ||
Fair Value - December 31, 2024 |
| $ |
|
| $ |
| ||
Non-installment payments – common stock |
|
| ( | ) |
|
|
| |
Non-installment payments – cash interest paid |
|
| ( | ) |
|
|
| |
Change in fair value |
|
|
|
|
| ( | ) | |
Fair Value at As of June 30, 2025 |
| $ |
|
|
|
| | |
Other Income (Expense) - Change in fair value – six months ended June 30, 2025 |
|
|
| |
| $ | ( | ) |
Note 10 — Debt - continued
2024 Convertible Notes
On November 22, 2024, the Company closed on the sale of $
Each 2024 Convertible Note has a
Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, and the consummation of fundamental transactions where the aggregate consideration payable in respect thereof, as determined on a per share of the Company’s common stock basis, has a fair market value that is less than $
On May 13, 2026, the Company and a majority-in-interest of the holders of the 2024 Convertible Notes entered into a waiver agreement, pursuant to which they agreed that the holders would not declare that an event of default has occurred due to the Company's failure to obtain a positive Medicare decision with respect to its EsoGuard product by May 22, 2026. Such waiver covers the period through August 22, 2026. Accordingly, the Company was in compliance with all covenants and no event of default had occurred and was continuing as of June 30, 2026.
The Company filed a resale registration statement on Form S-3 Registration No. 333-287496 effective May 30, 2025 covering the resale of all shares of the Company’s common stock issuable upon conversion of the 2024 Convertible Notes.
17
Note 11 — Stock-Based Compensation
Lucid Diagnostics 2018 Long-Term Incentive Equity Plan
The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee.
A total of
Lucid Diagnostics Stock Options
Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows:
|
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| Weighted |
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| Remaining |
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| ||
|
| Number of |
|
| Average |
|
| Contractual |
|
| Intrinsic |
| ||||
|
| Stock Options |
|
| Exercise Price |
|
| Term (Years) |
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| Value(2) |
| ||||
Outstanding stock options at December 31, 2025 |
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| $ |
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| $ |
| ||||
Granted(1) |
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| $ |
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Exercised |
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| ( | ) |
| $ |
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Forfeited |
|
| ( | ) |
| $ |
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| |
Outstanding stock options at June 30, 2026(3) |
|
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| $ |
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| $ |
| ||||
Vested and exercisable stock options at June 30, 2026 |
|
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| $ |
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| $ |
| ||||
(1) | Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest -third in year then ratably over the next eight quarters, and have a -year contractual term from date-of-grant. |
(2) | The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of June 30, 2026 and December 31, 2025 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. |
(3) | The outstanding stock options presented in the table above are inclusive of |
On February 20, 2026, the Company granted
Note 11 — Stock-Based Compensation - continued
Lucid Diagnostics Restricted Stock Awards
Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:
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| Weighted |
| |
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| Number of |
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| Average |
| ||
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| Restricted |
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| Grant Date |
| ||
|
| Stock Awards |
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| Fair Value |
| ||
Unvested restricted stock awards as of December 31, 2025 |
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| $ |
| ||
Granted |
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| ||
Vested |
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| ( | ) |
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| |
Forfeited |
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| ( | ) |
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| |
Unvested restricted stock awards as of June 30, 2026 |
|
|
|
| $ |
| ||
On February 20, 2026, a total of
PAVmed Inc. 2014 Equity Plan
The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above).
Note 11 — Stock-Based Compensation - continued
Stock-Based Compensation Expense
The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows:
|
| Three Months Ended |
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| Six Months Ended |
| ||||||||||
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| June 30, |
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| June 30, |
| ||||||||||
|
| 2026 |
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| 2025 |
|
| 2026 |
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| 2025 |
| ||||
Lucid Diagnostics 2018 Equity Plan – cost of revenue |
| $ |
|
| $ |
|
| $ |
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| $ |
| ||||
Lucid Diagnostics 2018 Equity Plan – sales and marketing |
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| ||||
Lucid Diagnostics 2018 Equity Plan - general and administrative |
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Lucid Diagnostics 2018 Equity Plan - research and development |
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| ||||
PAVmed 2014 Equity Plan - cost of revenue |
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| ||||
PAVmed 2014 Equity Plan - sales and marketing |
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PAVmed 2014 Equity Plan - general and administrative |
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| ||||
PAVmed 2014 Equity Plan - research and development |
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| ||||
Total stock-based compensation expense |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician inventors.
As of June 30, 2026, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows:
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| Weighted |
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| Average |
| |
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| Remaining |
| |
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| Unrecognized |
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| Service Period |
| ||
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| Expense |
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| (Years) |
| ||
Lucid Diagnostics 2018 Equity Plan |
|
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Stock Options |
| $ |
|
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| ||
Restricted Stock Awards |
| $ |
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| ||
PAVmed 2014 Equity Plan |
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Stock Options |
| $ |
|
|
|
| ||
Restricted Stock Awards |
| $ |
|
|
|
| ||
Note 11 — Stock-Based Compensation - continued
Stock-based compensation expense recognized with respect to new stock options granted during the six months ended June 30, 2026 and 2025 under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $
|
| Six Months Ended June 30, |
| |||||
|
| 2026 |
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| 2025 |
| ||
Expected term of stock options (in years) |
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| ||
Expected stock price volatility |
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| % |
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| % | ||
Risk free interest rate |
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| % |
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| % | ||
Expected dividend yield |
|
| — | % |
|
| — | % |
Lucid Diagnostics Inc. Employee Stock Purchase Plan (“Lucid ESPP”)
A total of
Note 12 — Stockholders’ Equity
Series B Preferred Stock Offering and Exchange
As of June 30, 2026 and December 31, 2025, there were
Each holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on March 13, 2025 equal to
On or about March 13, 2026, the mandatory conversion date for the Series B Preferred Stock, the Company issued
Note 12 — Stockholders’ Equity - continued
Series B-1 Preferred Stock Offering
As of June 30, 2026 and December 31, 2025, there were and
Each holder of Series B-1 Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about May 6, 2025 equal to
On or about May 6, 2026, the mandatory conversion date for the Series B-1 Preferred Stock, the Company issued
Shares held in abeyance
Pursuant to the beneficial ownership limitations described above, the Company placed an aggregate of
April 2026 Registered Direct Offering
On April 24, 2026, the Company closed on the sale of
Committed Equity Facility and ATM Facility
On May 30, 2025, the Company entered into a Controlled Equity Offering Agreement (also “ATM” or “At-The-Market” offering) between the Company and Maxim Group LLC for up to $
22
Note 13 — Net Loss Per Share
The Net loss per share basic and diluted for the respective periods indicated is as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2026 |
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| 2025 |
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| 2026 |
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| 2025 |
| ||||
Numerator |
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| |
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| |
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| |
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| |
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Series B and Series B-1 Convertible Preferred Stock dividends earned |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net loss attributable to Lucid Diagnostics Inc. common stockholders |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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| |
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Denominator |
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Weighted average common shares outstanding, basic and diluted |
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| ||||
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Net loss per share (1) |
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| |
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| |
Net loss per share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
(1) | - Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. |
Basic weighted-average number of shares of common stock outstanding for the six months ended June 30, 2026 and 2025 includes the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares of common stock outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows:
|
| June 30, |
| |||||
|
| 2026 |
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| 2025 |
| ||
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|
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Stock options |
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Unvested restricted stock awards |
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| ||
Shares held in abeyance |
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| ||
Preferred stock |
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Total |
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| ||
Note 14 — Segment Information
Lucid’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income (loss) to assess segment profit or loss, allocate resources and assess performance. The Company manages the business activities on a consolidated basis and operates in reportable segment. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. The Company’s significant segment expenses and other segment items align with the financial statements line items presented in its the unaudited condensed consolidated statements of operations.
During the three and six months ended June 30, 2026 and 2025 revenues resulting from the delivery of patient EsoGuard test results was concentrated in the United States. The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our unaudited condensed consolidated financial condition and results of operations should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”).
Unless the context otherwise requires, (i) “we”, “us”, and “our”, and the “Company”, “Lucid” and “Lucid Diagnostics” refer to Lucid Diagnostics Inc. and its subsidiaries LucidDx Labs Inc. (“LucidDx Labs”) and CapNostics, LLC (“CapNostics”), (ii) “FDA” refers to the Food and Drug Administration, (iii) “510(k)” refers to a premarket notification, submitted to the FDA by a manufacturer pursuant to § 510(k) of the Food, Drug and Cosmetic Act and 21 CFR § 807 subpart E, (iv) “CLIA” refers to the Clinical Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, (v) “CE Mark” refers to a “Conformité Européenne” Mark, a mark indicating that a product such as a medical device conforms to the essential requirements of the relevant European directive, and (vi) “LDT” refers to a diagnostic test, defined by the FDA as “an IVD that is intended for clinical use and designed, manufactured and used within a single laboratory,” which is generally subject only to self-certification of analytical validity under the CMS CLIA program.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”), including the discussion and analysis of our unaudited condensed consolidated financial condition and results of operations, contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from those expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1A of Part I of the Form 10-K under the heading “Risk Factors.”
Important factors that may affect our actual results include:
|
● |
our limited operating history; |
|
● |
our financial performance, including our ability to generate revenue; |
|
● |
our ability to obtain regulatory approval for the commercialization of our products; |
|
● |
the ability of our products to achieve market acceptance; |
|
● |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
|
● |
our potential ability to obtain additional financing when and if needed; |
|
● |
our ability to protect our intellectual property; |
|
● |
our ability to complete strategic acquisitions; |
|
● |
our ability to manage growth and integrate acquired operations; |
|
● |
the potential liquidity and trading of our securities; |
|
● |
our regulatory and operational risks; |
|
● |
cybersecurity risks; |
|
● |
risks related to health-related emergencies; |
|
● |
risks related to our relationship with PAVmed; and |
|
● |
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing. |
In addition, our forward-looking statements do not reflect the potential impact of any future financings, acquisitions, mergers, dispositions, joint ventures or investments we may make.
We may not actually achieve the results, plans and/or objectives disclosed in our forward-looking statements, and the intended or expected results, developments and/or other events disclosed in our forward-looking statements may not actually occur, and accordingly you should not place undue reliance on our forward-looking statements. You should read this Quarterly Report on Form 10-Q and the documents we have filed as exhibits to this Form 10-Q and the Form 10-K completely and with the understanding our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Overview
We are a commercial-stage, cancer prevention medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”).
We believe that our flagship product, the EsoGuard Esophageal DNA Test, performed on samples collected with the EsoCheck Esophageal Cell Collection Device, constitutes the first and only commercially available diagnostic test capable of serving as a widespread tool with the goal of preventing EAC deaths, through early detection of esophageal precancer in at-risk GERD patients.
EsoGuard is a bisulfite-converted targeted next-generation sequencing ("NGS") DNA assay performed on surface esophageal cells collected with the FDA 510(k) cleared EsoCheck device. It quantifies methylation at 31 sites on two genes, Vimentin ("VIM") and Cyclin A1 ("CCNA1"). Analytical validation tests of EsoGuard demonstrated approximately 97% analytical sensitivity, 95% analytical specificity, 98% analytical accuracy, and 100% inter-assay and intra-assay precision. Performance characteristics of the EsoGuard test have been evaluated in two case-control studies and two prospective, single-arm cohort studies. Both cohort studies were designed as “screening” studies, enrolling patients from the intended-use population. In these screening settings, EsoGuard demonstrated a positive predictive value ("PPV") of 30–33% and a negative predictive value ("NPV") of 99% for the detection of Barrett’s esophagus (“BE”) and EAC.
EsoCheck is an FDA 510(k) cleared and CE Mark certified noninvasive swallowable balloon capsule catheter device designed for in office targeted sampling of surface esophageal cells in a less than two minute office procedure. It consists of a vitamin sized semi rigid plastic capsule tethered to a thin silicone catheter from which a soft inflatable silicone balloon with textured ridges emerges to gently swab surface esophageal cells. When suction is applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal. We believe this proprietary Collect+Protect™ technology makes EsoCheck the only noninvasive esophageal cell collection device capable of such anatomically targeted and protected sampling.
EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”). EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly testing for the early detection of EAC and BE, including dysplastic BE and related pre-cursors to EAC in patients with GERD.
Recent Developments
Medicare Coverage
In November 2024, we submitted to MolDx our complete clinical evidence package in support of a request for reconsideration of the non-coverage language in the local coverage determination, or (“LCD”) to secure Medicare coverage for EsoGuard. The EsoGuard clinical evidence package included six new peer-reviewed publications: three clinical validation studies (two in the intended use population, one case control), two clinical utility studies, and one analytical validation study. The current LCD provides clear coverage criteria consistent with the American College of Gastroenterology, or (“ACG”) guidelines for esophageal precancer testing. The package was submitted as part of a request for reconsideration of the non-coverage language in the LCD to secure Medicare coverage for EsoGuard.
As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or (“CAC”) Meeting regarding the LCD on September 4, 2025. At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (American College of Gastroenterology, American Gastroenterological Association) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.
Laboratory Benefit Manager Coverage Policy
In July 2026, the Company secured its first positive coverage policy from a laboratory benefit manager that establishes genetic and molecular testing coverage policies for adoption by its client health plans. The policy considers EsoGuard medically necessary for patients who meet American College of Gastroenterology screening criteria.
Department of Veteran Affairs
On January 21, 2026, the Company announced that it has been awarded a contract by the U.S. Department of Veterans Affairs for EsoGuard expanding access to esophageal precancer testing across the nation's largest integrated healthcare system, which serves more than nine million enrolled veterans annually.
Recent Developments - continued
April 2026 Registered Direct Offering
On April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share in a registered direct offering. The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other expenses, was approximately $16.8 million.
ATM Facility
On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the six months ended June 30, 2026, the Company sold 4,161,747 shares through the ATM for net proceeds of approximately $5.3 million, after payment of 3% commissions or approximately $0.2 million.
Results of Operations
Overview
Revenue
The Company recognized revenue resulting from the delivery of patient EsoGuard test results when the Company considered the collection of such consideration to be probable to the extent that it is unconstrained.
Cost of revenue
Cost of revenues recognized from the delivery of patient EsoGuard test results includes costs related to EsoCheck device usage, shipment of test collection kits, royalties and the cost of services to process tests and provide results to physicians. We incur expenses for tests in the period in which the activities occur, therefore, gross margin as a percentage of revenue may vary from quarter to quarter due to costs being incurred in one period that relate to revenues recognized in a later period.
We expect that the gross margin for our services will continue to fluctuate and be affected by EsoGuard test volume, our operating efficiencies, patient compliance rates, payer mix, the levels of reimbursement, and payment patterns of payers and patients.
Sales and marketing expenses
Sales and marketing expenses consist primarily of salaries and related costs for employees engaged in sales, sales support and marketing activities, as well as the portion of the MSA Fee (as defined in Note 5, Related Party Transactions, to our accompanying unaudited condensed consolidated financial statements) allocated to sales and marketing expenses, which are principally costs related to PAVmed employees who are performing services for the Company. We anticipate our sales and marketing expenses will increase in the future, to the extent we expand our commercial sales and marketing operations as resources permit and insurance reimbursement coverage for our EsoGuard test expands.
General and administrative expenses
General and administrative expenses consist primarily of professional fees for accounting, tax, audit and legal services (including those fees incurred as a result of our being a public company), consulting fees, employees costs involved in third-party payor reimbursement, expenses associated with obtaining and maintaining patents within our intellectual property portfolio, and certain employee costs, along with the portion of the MSA Fee allocated to general and administrative expenses.
We anticipate our general and administrative expenses will increase in the future to the extent our business operations grow. Furthermore, we anticipate continued expenses related to being a public company, including fees and expenses for audit, legal, regulatory, tax-related services, insurance premiums and investor relations costs associated with maintaining compliance as a public company.
Results of Operations - continued
Research and development expenses
Research and development expenses are recognized in the period they are incurred and consist principally of internal and external expenses incurred for the development of our technologies and conducting clinical trials, including:
|
● |
costs associated with submission of regulatory filings; |
|
● |
cost of laboratory supplies and acquiring, developing, and manufacturing preclinical prototypes; and |
|
● |
the portion of the MSA Fee allocated to research and development. |
We plan to incur research and development expenses for the foreseeable future as we continue the development of our existing products as well as new innovations. Our research and development activities, including our clinical trials, are focused principally on facilitating insurer reimbursement, encouraging physician adoption and developing product improvements or extending the utility of the lead products in our pipeline, including EsoCheck and EsoGuard.
Other Income and Expense, net
Other income and expense, net, consists principally of changes in fair value of our convertible notes and losses on extinguishment of debt upon repayment of such convertible notes.
Presentation of Dollar Amounts
All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in millions, except for share and per share amounts.
Results of Operations - continued
The three months ended June 30, 2026 as compared to the three months ended June 30, 2025
Revenue
In the three months ended June 30, 2026, revenue was approximately $1.5 million as compared to $1.2 million for the corresponding period in the prior year. The $0.3 million increase principally relates to the increase in consideration received for the performance of the EsoGuard tests.
Cost of revenue
In the three months ended June 30, 2026, the cost of revenue was approximately $1.4 million as compared to $1.5 million for the corresponding period in the prior year. The $0.1 million decrease principally relates to a decrease in compensation costs.
Sales and marketing expenses
In the three months ended June 30, 2026, sales and marketing costs were approximately $5.8 million as compared to $4.0 million for the corresponding period in the prior year. The net increase of $1.8 million was principally related to:
|
● |
approximately $1.6 million increase primarily due to an increase in compensation, related personnel costs and stock-based compensation costs; and |
|
● |
approximately $0.2 million increase in professional services and consulting costs. |
General and administrative expenses
In the three months ended June 30, 2026, general and administrative costs were approximately $5.8 million as compared to $5.6 million for the corresponding period in the prior year. The net increase of $0.2 million was principally related to:
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● |
approximately $0.5 million increase in compensation and stock-based compensation costs; and |
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approximately $0.3 million decrease in third-party professional fees primarily related to financing activities. |
Research and development expenses
In the three months ended June 30, 2026, research and development costs were approximately $1.2 million, compared to $1.3 million for the corresponding period in the prior year. The net decrease of $0.1 million was principally related to:
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approximately $0.2 million decrease in professional services; and |
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approximately $0.1 million increase in compensation and stock-based compensation costs. |
Amortization of Acquired Intangible Assets
In the three months ended June 30, 2026, the amortization of acquired intangible assets remained relatively level at approximately $0.1 million, as compared to the corresponding period in the prior year.
Other Income and Expense
Change in fair value of convertible debt
In the three months ended June 30, 2026 and 2025, the change in fair value of our convertible notes of approximately $1.0 million and $6.9 million, respectively, is reflected as other income in the Statement of Operations (see Note 10, Debt, to our accompanying unaudited condensed consolidated financial statements). The convertible notes were initially measured at the issue-date estimated fair value and are subsequently remeasured at estimated fair value as of each reporting period end date.
Results of Operations - continued
The six months ended June 30, 2026 as compared to the six months ended June 30, 2025
Revenue
In the six months ended June 30, 2026, revenue was approximately $2.7 million as compared to $2.0 million for the corresponding period in the prior year. The $0.7 million increase principally relates to the increase in consideration received for the performance of the EsoGuard tests.
Cost of revenue
In the six months ended June 30, 2026, the cost of revenue was relatively level at approximately $3.1 million, as compared to the corresponding period in the prior year.
Sales and marketing expenses
In the six months ended June 30, 2026, sales and marketing costs were approximately $10.8 million as compared to $8.1 million for the corresponding period in the prior year. The net increase of $2.7 million was principally related to
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● |
approximately $2.3 million increase primarily due to an increase in compensation, related personnel costs and stock-based compensation costs; and |
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approximately $0.4 million increase in professional services and third-party consulting costs. |
General and administrative expenses
In the six months ended June 30, 2026, general and administrative costs were approximately $11.2 million as compared to $11.8 million for the corresponding period in the prior year. The net decrease of $0.6 million was principally related to:
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● |
approximately $1.5 million decrease in third-party professional fees associated with financing activities; |
|
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approximately $0.8 million increase in compensation and stock-based compensation costs; and |
|
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approximately $0.1 million increase in other general corporate and consulting costs. |
Research and development expenses
In the six months ended June 30, 2026, research and development costs were approximately $2.4 million compared to $2.7 million for the corresponding period in the prior year. The net decrease of $0.3 million was principally related to:
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● |
approximately $0.3 million decrease in professional services; |
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● |
approximately $0.2 million increase in compensation and stock-based compensation costs; and |
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approximately $0.2 million decrease in development costs, primarily attributable to reduced clinical trial activities. |
Amortization of Acquired Intangible Assets
In the six months ended June 30, 2026, the amortization of acquired intangible assets remained relatively level at approximately $0.2 million, as compared to the corresponding period in the prior year.
Other Income and Expense
Change in fair value of convertible debt
In the six months ended June 30, 2026 and 2025, the change in the fair value of our convertible notes of approximately $0.8 million and $7.6 million, respectively, is reflected as other expense in the Statement of Operations (see Note 10, Debt, to our accompanying unaudited condensed consolidated financial statements). The convertible notes were initially measured at the issue-date estimated fair value and are subsequently remeasured at estimated fair value as of each reporting period end date.
Results of Operations - continued
Liquidity and Capital Resources
Our current operational activities are principally focused on the commercialization of EsoGuard. We are pursuing commercialization across multiple sales channels, including: the communication to and education of medical practitioners and clinicians regarding EsoGuard; the establishment of Lucid Test Centers for the collection of cell samples using EsoCheck; use of our mobile testing unit; ongoing #CheckYourFoodTube testing days; and our direct contracting strategic initiative (including in the concierge medicine and employer markets sectors). Additionally, we are developing expanded clinical evidence to support insurance reimbursement adoption by government and private insurers. Further, as resources permit, the Company also intends to pursue development of other products and services.
Our ability to generate revenue depends upon our ability to successfully advance the commercialization of EsoGuard, including significantly expanding insurance reimbursement coverage. There are no assurances, however, we will be able to obtain an adequate level of financial resources required for the long-term commercialization and development of our products and services.
We are subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial products and services. We experienced a net loss of approximately $25.6 million and used approximately $23.4 million of cash in operations during the six months ended June 30, 2026. Financing activities provided $22.3 million of cash during the six months ended June 30, 2026. We ended the quarter with cash on-hand of $33.4 million as of June 30, 2026. We expect to continue to experience recurring losses and negative cash flow from operations, and will continue to fund our operations with debt and/or equity financing transactions, which in accordance with management’s plans may include conversions of our existing debt to equity and refinancing our existing debt obligations to extend the maturity date. Our ability to continue operations 12 months beyond the issuance of the accompanying financial statements will depend upon generating substantial revenue that is conditioned on obtaining positive third-party reimbursement coverage for our EsoGuard Esophageal DNA Test from both government and private health insurance providers, and increasing revenue through contracting directly with self-insured employers, and upon raising additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.
Liquidity and Capital Resources
April 2026 Registered Direct Offering
On April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share. The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other expenses, was approximately $16.8 million.
ATM Facility
On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the six months ended June 30, 2026, the Company sold 4,161,747 shares through its at-the-market equity facility for net proceeds of approximately $5.3 million, after payment of 3% commissions, or approximately $0.2 million.
Debt Financing
On November 22, 2024, the Company closed on the sale of $21.975 million in principal amount of 2024 Convertible Notes, as defined in Note 10, Debt, to our accompanying unaudited condensed consolidated financial statements. Each 2024 Convertible Note has a 12.0% annual stated interest rate, a contractual maturity date of five years from the date of issuance, and a contractual conversion price of $1.00 per share of the Company’s common stock (subject to adjustment in certain circumstances). Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants, including certain financial covenants. The Company was in compliance with all covenants as of June 30, 2026.
On May 13, 2026, the Company and a majority-in-interest of the holders of the 2024 Convertible Notes entered into a waiver agreement, pursuant to which they agreed that the holders would not declare that an event of default has occurred due to the Company's failure to obtain a positive Medicare decision with respect to its EsoGuard product by May 22, 2026. Such waiver covers the period through August 22, 2026. See Note 10, Debt, for more information.
Management Fee Obligation
The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs the MSA Fee. The MSA Fee is charged on a monthly basis and is subject to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company. Currently, the MSA Fee is $1.05 million per month. See Note 5, Related Party Transactions, for more information.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgements. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 25, 2026. There have been no material changes to our critical accounting estimates in the six months ended June 30, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on such evaluation, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were effective as of such date to provide reasonable assurance the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes to Internal Controls Over Financial Reporting
There has been no change in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In the ordinary course of the Company’s business, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 7, 2026, pursuant to the previously disclosed terms of the 2024 Convertible Notes, the Company issued 64,375 shares of the Company’s common stock in payment of interest to one of the holders thereof. Such issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as a transaction not involving public offerings.
Except as disclosed above and as previously disclosed in our current and periodic reports filed prior to the date of this Form 10-Q, we did not sell any unregistered securities or repurchase any of our securities during the three months ended June 30, 2026.
As long as the 2024 Convertible Notes are outstanding, we may not, directly or indirectly, redeem, or declare or pay any cash dividend or cash distribution on, any of our securities without the prior express written consent of a majority-in-interest of the holders of the 2024 Convertible Notes (subject to limited exceptions). Furthermore, our common stock is junior to our preferred stock with respect to certain in-kind dividends payable to the holders of such preferred stock.
During the fiscal quarter ended June 30, 2026, of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule - trading arrangement” or “non-Rule -1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth in the “Exhibit Index” below.
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Incorporation by Reference |
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Exhibit No. |
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Description |
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Form |
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Exhibit No. |
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Date |
3.1 |
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Certificate of Amendment to Certificate of Incorporation, dated June 24, 2026. |
|
8-K |
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3.1 |
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6/24/26 |
10.1 |
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8-K |
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1.1 |
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4/23/26 |
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31.1 |
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* |
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31.2 |
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* |
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32.1 |
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* |
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32.2 |
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* |
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101.INS |
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Inline XBRL Instance Document |
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* |
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101.CAL |
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Inline XBRL Taxonomy Extension Schema |
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* |
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101.DEF |
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Inline XBRL Taxonomy Extension Calculation Linkbase |
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* |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase |
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* |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase |
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* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
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* Filed herewith.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Lucid Diagnostics Inc. |
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August 12, 2026 |
By: |
/s/ Dennis M McGrath |
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Dennis M McGrath |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
37
Exhibit 31.1
CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
I, Lishan Aklog, M.D., certify that:
1 | I have reviewed this Quarterly Report on Form 10-Q of Lucid Diagnostics Inc. and Subsidiaries; |
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2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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|
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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|
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 12, 2026 | By: | /s/ Lishan Aklog, M.D. |
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| Lishan Aklog, M.D., Chief Executive Officer |
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| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER
I, Dennis M. McGrath, certify that:
1 | I have reviewed this Quarterly Report on Form 10-Q of Lucid Diagnostics Inc. and Subsidiaries; |
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2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 12, 2026 | By: | /s/ Dennis M. McGrath |
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| Dennis M. McGrath |
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| Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Lucid Diagnostics Inc. and Subsidiaries (the “Company”) for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Lishan Aklog, M.D., Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 12, 2026 | By: | /s/ Lishan Aklog, M.D. |
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| Lishan Aklog, M.D. |
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| Chief Executive Officer |
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| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Lucid Diagnostics Inc. and Subsidiaries (the “Company”) for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Dennis M. McGrath, President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 12, 2026 | By: | /s/ Dennis M. McGrath |
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| Dennis M. McGrath |
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| Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |