Lucid Diagnostics Inc 8-K, filed Mar 14, 2023

Lucid Diagnostics Inc. (LUCD)

8-K 2023-03-14 For: 2023-03-13

View Original

Added on April 08, 2026

About this 8-K

Lucid Diagnostics Inc filed this 8-K on March 14, 2023, reporting on events of March 13, 2023.

Items reported

Item 1.01: Entered into a material agreement
Item 2.02: Financial results
Item 2.03: New debt or off-balance-sheet obligation
Item 3.02: Unregistered sale of equity
Item 3.03: Change to shareholders' rights
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

360 Madison Avenue, 25^thFloor, New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share		LUCD		The Nasdaq Stock Market LLC

	●	During the period through and including the 90th day after the maturity date of the Note (or such later date as is agreed between the parties), the Company may not issue any securities that would cause a breach of the Note, file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to any securities other than the shares underlying the Notes or the Company’s Series A preferred stock, or issue, offer, sell, grant any option or right to purchase, or otherwise dispose of any equity or equity-linked or related security, any debt, any preferred stock (other than up to $6,375,000 shares of the Company’s Series A preferred stock) or any purchase rights, subject to certain exceptions, including issuances at a price greater than $5.00 per share.

	●	So long as the Note remains outstanding, the Company will not effect or enter an agreement to effect any variable rate transaction.

	●	The Company will hold a stockholder meeting, by no later than July 31, 2023, to approve resolutions (the “Stockholder Resolutions”) authorizing (i) an increase in the authorized shares of the Company’s common stock from 100 million to 200 million shares, and (ii) the issuance of shares of the Company’s common stock under the Notes for the purposes of compliance with the stockholder approval rules of The Nasdaq Stock Market LLC (“Nasdaq”). The Company will be obligated to continue to seek stockholder approval quarterly until such approval is obtained.

Exhibit No.		Description
4.1*		Form of Senior Secured Convertible Promissory Note.
10.1*		Form of Securities Purchase Agreement.
10.2*		Form of Security Agreement.
10.3*		Form of Guaranty.
99.1		Press release.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Dated: March 14, 2023	LUCID DIAGNOSTICS INC.

	By:	/s/ Dennis McGrath
		Dennis McGrath
		Chief Financial Officer

	LUCID DIAGNOSTICS INC.

	By:
	Name:	Lishan Aklog, MD
	Title:	Chairman and Chief Executive Officer

	BUYER:

	ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B

	By:
	Name:
	Title:

			GRANTORS:

			LUCID DIAGNOSTICS INC.

			By:
			Name:
			Title:

			LUCIDDX LABS INC.

			By:
			Name:
			Title:

			CAPNOSTICS, LLC

			By:
			Name:
			Title:

ACCEPTED BY:

ALTO OPPORTUNITY MASTER FUND, SPC SEGREGATED MASTER PORTFOLIO B, as Collateral Agent

By:
Name:
Title:

	GUARANTORS:

	LUCIDDX LABS INC.

	By:
	Name:
	Title:

	CAPNOSTICS, LLC

	By:
	Name:
	Title:

ACCEPTED BY:

ALTO OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO B,
as Collateral Agent

By:
Name:
Title:

	●	Lucid’s CLIA-certified clinical laboratory performed 1,174 commercial EsoGuard^® Esophageal DNA Tests in the 4Q22, which represents an 8 percent increase sequentially from the 3Q22 and a 288 percent annual increase from the 4Q21. The Company projects approximately 1600 commercial EsoGuard tests in 1Q23, which represents a 36 percent increase sequentially from 4Q22 and a 300 percent annual increase from 1Q22.

	●	Satellite Lucid Test Center (sLTC) activity, whereby Lucid clinicians collect samples at physician offices, continues to increase rapidly, representing 31 percent of samples collected in 4Q22, up from 22 percent in 3Q22.

	●	Lucid signed an in-network agreement with MultiPlan^®, the largest secondary Preferred Provider Organization (PPO), expanding EsoGuard’s access to Multiplan’s estimated 60 million consumers through its relationship with more than 700 healthcare payors and 1.2 million healthcare providers.

	●	Commercial payor engagement is accelerating, with a total of 13 in-network EsoGuard contracts, averaging more than $2000 per test and all in-network PPO contracts priced at or above the Medicare payment rate of $1938. Key drivers of future in-network commercial payor contracting—generating claims history with individual payors and collecting retrospective and prospective clinical utility data—are also progressing well.

	●	Lucid launched an aggressive Direct Contracting Strategic Initiative (DCSI) to engage directly with large Administrative Services Only (ASO) self-insured employers, unions and other entities, seeking to replicate the successes of other cancer screening diagnostic companies that have deployed similar strategies.

	●	Lucid launched its #CheckYourFoodTube Precancer Detection Event (#CYFT Event) program, bringing EsoGuard testing directly to at-risk patients at high-volume testing day events. The first #CYFT Event, held in partnership with the San Antonio Fire Department, tested 391 firefighters over two weekends. The Company set new performance records during this inaugural event, reflecting enhanced operating efficiencies, including approximately:

	—	100 individuals undergoing esophageal cell collection procedures per day;

	—	50 cell collection procedures performed per nurse practitioner per day; and

	—	200 EsoGuard tests processed by the laboratory in a single day.

	The near-term pipeline for future #CYFT Events is robust.

	●	Lucid secured financing of $24.6 million through separate offerings of preferred stock and debt. Recently, the Company received $13.6 million from the sale of shares of non-voting Series A Convertible Preferred Stock, which may not be converted until September 2023 and not until March 2025 without surrendering the right to an annual dividend. Also, on March 13, 2023 the Company entered into a securities purchase agreement for Series A Convertible Notes with an aggregated principal amount of $11.1 million, which may not be converted until September 2023. Further details of these transactions are available on Form 8-K notices filed with the Securities and Exchange Commission. The proceeds of these offerings will extend the Company’s cash runway well into 2024, through near-term commercial milestones, including expanded market access.

	●	Lucid management confirms that the entirety of its cash and cash-equivalent instruments are held at JP Morgan, and that it does not hold any cash at Silicon Valley Bank (SVB) or any other financial institution whose deposits have been reported to be at risk.

	●	For 4Q22, EsoGuard related revenues were $0.1 million while for the year ended December 31, 2021, revenues were $0.3 million. Fourth-quarter and full-year 2022 operating expenses were approximately $24.6 million and $91.3 million, respectively, which include stock-based compensation expenses of $4.9 million and $19.5 million, respectively. GAAP net loss attributable to shareholders for the fourth quarter and full-year 2022 were approximately $14.9 million and $56.2 million, or $(0.47) and $(1.55) per common share.

	●	As shown below and for the purpose of illustrating the effect of stock-based compensation and other non-cash income and expenses on the Company’s financial results, the Company’s non-GAAP adjusted loss for the fourth quarter and year ended December 31, 2022, were approximately $10.6 million and $39.2 million or $(0.33) and $(1.08) per common share.

	●	Lucid had cash and cash equivalents of $22.5 million as of December 31, 2022, compared with $53.7 million as of December 31, 2021. Subsequent to December 31, 2022, the company completed an initial closing for the issuance of preferred securities resulting in net proceeds of approximately $13.6 million and entered into a Securities Purchase Agreement to issues Secured Convertible Debt in the principal amount of $11.1 million.

	●	To supplement our unaudited financial results presented in accordance with U.S. generally accepted accounting principles (GAAP), management provides certain non-GAAP financial measures of the Company’s financial results. These non-GAAP financial measures include net loss before interest, taxes, depreciation, and amortization (EBITDA), and non-GAAP adjusted loss, which further adjusts EBITDA for stock-based compensation expense and other non-cash income and expenses, if any. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted loss are not recognized terms under U.S. GAAP.

	●	Non-GAAP financial measures are presented with the intent of providing greater transparency to the information used by us in our financial performance analysis and operational decision-making. We believe these non-GAAP financial measures provide meaningful information to assist investors, shareholders, and other readers of our unaudited financial statements in making comparisons to our historical financial results and analyzing the underlying performance of our results of operations. These non-GAAP financial measures are not intended to be, and should not be, a substitute for, considered superior to, considered separately from, or as an alternative to, the most directly comparable GAAP financial measures.

	●	Non-GAAP financial measures are provided to enhance readers’ overall understanding of our current financial results and to provide further information for comparative purposes. Management believes the non-GAAP financial measures provide useful information to management and investors by isolating certain expenses, gains, and losses that may not be indicative of our core operating results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP adjusted loss, and its presentation is intended to help the reader understand the effect of the loss on the issuance or modification of convertible securities, the periodic change in fair value of convertible securities, the loss on debt extinguishment, and the corresponding accounting for non-cash charges on financial performance. In addition, management believes non-GAAP financial measures enhance the comparability of results against prior periods.

	For the three months ended December 31,						For the years ended December 31,
	2022			2021			2022			2021

Revenue	$	112		$	300		$	377		$	500
Operating expenses		15,040			11,541			56,548			27,919
Other (Income) expense		-			65			-			659
Net loss		(14,928	)		(11,306	)		(56,171	)		(28,078	)
Net income (loss) per common share, basic and diluted	$	(0.47	)	$	(0.32	)	$	(1.55	)	$	(1.51	)
Adjustments:
Depreciation and amortization expense¹		615			1			1,936			4
Interest expense, net		-			512			-			659
EBITDA		(14,313	)		(10,793	)		(54,235	)		(27,415	)

Other non-cash or financing related expenses:
Stock-based compensation expense²		3,740			3,443			14,991			9,599
Non-GAAP adjusted (loss)	$	(10,573	)	$	(7,350	)	$	(39,244	)	$	(17,816	)
Basic and Diluted shares outstanding		31,923			34,918			36,172			18,604
Non-GAAP adjusted (loss) income per share	$	(0.33	)	$	(0.21	)	$	(1.08	)	$	(0.96	)

Non-GAAP Operating Expenses	For the three months ended December 31,						For the years ended December 31,
	2022			2021			2022			2021
Cost of revenue		1,618			441			3,614			585
Stock-based compensation expense		(7	)		-			(16	)		-
Net cost of revenue	$	1,611		$	441		$	3,598		$	585

Amortization of acquired intangible assets		505			-			1,649			-

Sales and marketing expense total		5,013			2,633			16,134			5,260
Stock-based compensation expense		(392	)		(210	)		(1,622	)		(210	)
Net sales and marketing expense	$	4,621		$	2,423		$	14,512		$	5,050

General and administrative expense total		5,462			4,985			23,685			12,778
Depreciation and amortization expense		(110	)		(1	)		(287	)		(4	)
Stock-based compensation expense		(3,225	)		(3,123	)		(12,953	)		(9,111	)
Net general and administrative expense	$	2,127		$	1,861		$	10,445		$	3,663

Research and development expense total		2,442			3,482			11,466			9,296
Stock-based compensation expense		(116	)		(110	)		(400	)		(278	)
Net research and development expense	$	2,326		$	3,372		$	11,066		$	9,018

Total operating expenses		15,040			11,541			56,548			27,919
Depreciation and amortization		(615	)		(1	)		(1,936	)		(4	)
Stock-based compensation expense		(3,740	)		(3,443	)		(14,991	)		(9,599	)
Net Non-GAAP operating expenses	$	10,685		$	8,097		$	39,621		$	18,316