Lucid Diagnostics Inc S-3/A, filed Jul 12, 2024

Lucid Diagnostics Inc. (LUCD)

S-3/A 2024-07-12

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Added on October 22, 2026

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	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging Growth Company ☒

ABOUT THIS PROSPECTUS	i
MARKET AND INDUSTRY DATA	i
TRADEMARKS	i
NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY	ii
GLOSSARY	iii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
USE OF PROCEEDS	7
THE PRIVATE PLACEMENT	7
SELLING STOCKHOLDERS	9
PLAN OF DISTRIBUTION OF SECURITIES	13
LEGAL MATTERS	15
EXPERTS	15
WHERE YOU CAN FIND MORE INFORMATION	15
INFORMATION INCORPORATED BY REFERENCE	15

	●	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;

	●	our 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;

	●	regulatory and operational risks;

	●	cybersecurity risks;

	●	risks related to COVID-19 pandemic;

	●	risks related to our relationship with PAVmed; and

	●	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

	●	“510(k)” refers to a premarket notification, submitted to the FDA by a manufacturer pursuant to section 510(k) of the FDCA and 21 CFR § 807 subpart E, of its intent to market a non-exempt Class I or Class II medical device intended for human use, for which a PMA application is not required, to demonstrate that the device to be marketed is as safe and effective, that is, substantially equivalent to, a legally marketed device, commonly known as a “predicate”; and “510(k) clearance” refers to a determination by FDA under 21 CFR § 807.100 that a medical device has been found to be substantially equivalent to a legally marketed predicate device and can be marketed in the U.S.

	●	“BE” refers to Barrett’s Esophagus, an esophageal precancer and complication of GERD in which surface cells lining the lower esophagus undergo precancerous metaplastic or dysplastic transformation from repeated exposure to stomach fluid, including acid, refluxing into the lower esophagus. BE can be nondysplastic or dysplastic. In nondysplastic BE, or “NDBE,” there is no dysplasia. In dysplastic BE, there is dysplasia, which can be early, low-grade dysplasia, or “LGD,” or advanced, high-grade dysplasia, or “HGD.”

	●	“BE-EAC spectrum” refers to conditions along the pathologic spectrum from esophageal precancer to cancer involving surface cells of the esophagus, starting with early precancerous NDBE, which can progress to LGD, then to HGD, and then to EAC.

	●	“CAP” refers to the College of American Pathologists.

	●	“CE Mark” refers to “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 may be marketed in European Economic Area (the European Union, Norway, Iceland, and Lichtenstein), Switzerland, and, until July 1, 2023, the United Kingdom; for medical devices and in vitro devices the relevant directives had been Medical Device Directive 93/42/EEC and In-Vitro Diagnostic Medical Devices Directive 98/79/EC, respectively, but have been or will soon be replaced by Regulation (EU) 2017/745 and Regulation (EU) 2017/746, respectively.

	●	“CLIA” refers to the Clinical Laboratory Improvement Amendments of 1988 and associated regulations set forth in 42 CFR § 493, through which CMS regulates all non-research laboratory testing performed on humans in the U.S., including LDTs.

	●	“CMS” refers to the U.S. Center for Medicare and Medicaid Services.

	●	“Dysplasia” is a precursor to invasive cancer characterized by premalignant transformation which is confined to surface cells of the lining an organ and characterized by abnormal intracellular and architectural features on cytologic or histologic evaluation.

	●	“EAC” refers to esophageal adenocarcinoma, the most common and highly lethal form of esophageal cancer which universally arises from BE.

	●	“FDA” refers to the U.S. Food and Drug Administration.

	●	“FDCA” refers to the U.S. Food, Drug, and Cosmetic Act as codified in 21 CFR.

	●	“GERD” refers to gastroesophageal reflux disease, commonly known as chronic heart burn, acid reflux, or just reflux, a symptomatic or asymptomatic pathologic condition where dysfunction of the muscular valve between the stomach and esophagus allows stomach fluid, including acid, to inappropriately reflux into the lower esophagus.

	●	“IVD” refers to an in vitro diagnostic product, defined by FDA as a reagent, instrument, or system intended for use in diagnosis of disease or other conditions; such a product is intended for use in the collection, preparation, and examination of specimens take from the human body and is a device as defined in the FDCA.

	●	“LDT” or “laboratory developed test” refers to a diagnostic test, defined by 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; FDA had historically exercised enforcement discretion with regard to premarket review of LDTs but intends to phase out this approach as described in “Prospectus Summary—Recent Developments” below.

	●	“PAVmed” refers to PAVmed Inc., our parent company, which controls a majority of the voting power of our outstanding capital stock.

	●	“PMA” refers to premarket approval, the most stringent FDA premarket medical device scientific and regulatory review process, codified in 21 CFR § 814, which, due to the risk associated with Class III devices, requires sufficient valid scientific evidence in addition to general and special controls to assure that it is safe and effective for its intended use(s).

	●	We have incurred operating losses since our inception and may not be able to achieve profitability.

	●	We have concluded there is substantial doubt of our ability to continue as a going concern and our independent registered public accounting firm’s report on our financial statements contains an explanatory paragraph describing our ability to continue as a going concern.

	●	To raise capital, we have issued a significant amount of convertible securities under which we expect to issue a correspondingly significant amount of shares of our common stock upon conversion thereof. In addition, we may issue shares of our capital stock or debt securities in the future in order to raise capital to fund our operations. All of the foregoing would dilute the equity interest of our stockholders and might cause a change in control of our ownership.

	●	We expect to need additional capital funding, which may be compounded by our obligations to our parent company, PAVmed, which requires its own additional capital funding.

	●	Since we have a limited operating history, and have not generated any significant revenues to date, you will have little basis upon which to evaluate our ability to achieve our business objective.

	●	Our products may never achieve market acceptance.

	●	If private or governmental third-party payors do not maintain reimbursement for our products at adequate reimbursement rates, we may be unable to successfully commercialize our products which would limit or slow our revenue generation and likely have a material adverse effect on our business.

	●	If our clinical studies do not satisfy providers, payors, patients and others as to the reliability and performance of our EsoGuard test and the EsoCheck device, or any other product or service we may develop and seek to commercialize, we may experience reluctance or refusal on the part of physicians to order, and third-party payors to pay for, such test.

	●	Many aspects of our business, beyond the specific elements described above, are subject to complex, intertwined, costly and/or burdensome federal health care laws and regulations which may open to interpretation and be subject to varying levels of discretionary enforcement. If we fail to comply with these laws and regulations, we could face substantial penalties and our business, operations and financial condition could be adversely affected.

	●	PAVmed owns a majority of our voting stock and thus it (or any successor to its stake in the Company), may control certain actions requiring a stockholder vote.

	●	If PAVmed’s debt is accelerated due to its default under the terms thereof, PAVmed could cease to have voting control of the Company.

	●	Certain conflicts of interest may arise between us and our affiliated companies, including PAVmed, and in some cases we have waived certain rights with respect thereto.

	●	Nasdaq may in the future delist our common stock, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

	●	Our stock price may be volatile, and holders of our common stock could incur substantial losses.

	●	Investors who buy shares of common stock from the selling stockholders at different times will likely pay different prices.

	●	A substantial number of shares of our common stock may be issued upon conversion of, and in payment of dividends on, the Preferred Stock, which could cause the price of our common stock to decline.

	●	Sales of substantial amounts of our common stock by the selling stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock.

	●	Our outstanding options and convertible notes, along with the potential issuance of shares under our equity compensation plans and other arrangements, may have an adverse effect on the market price of our common stock.

	●	Raising additional capital funding may result in substantial dilution to our stockholders or otherwise impair the value of our common stock.

Issuer		Lucid Diagnostics Inc.

Common stock to be offered by the selling stockholders		72,355,496 shares⁽¹⁾

Common stock outstanding prior to this offering		53,242,385 shares⁽²⁾⁽³⁾

Common stock outstanding after giving effect to the issuance of the shares offered hereby		125,597,881 shares^(1)(2)(3)

Use of proceeds		We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.

Risk factors		See “Risk Factors” beginning on page 5 of this prospectus and the other information included in or incorporated by reference into this prospectus for a discussion of the factors you should consider before making an investment decision.

Market for our common stock		Our common stock is currently traded on the Nasdaq Capital Market under the symbol “LUCD.”

	(1)	This amount includes 72,355,496 shares of our common stock issuable upon conversion of, and in payment of dividends on, the Preferred Stock.

	(2)	Based on 53,242,385 shares of our common stock outstanding as of June 30, 2024 (inclusive of shares of common stock underlying unvested restricted stock awards).

	(3)	This amount does not include, as of June 30, 2024:

	●	8,744,626 shares of our common stock that were issuable upon exercise of our outstanding stock options, at a weighted average exercise price of $1.70 per share; and

	●	1,962,222 shares of our common stock that were issuable upon conversion of the Senior Secured Convertible Note issued by us in March 2023 (the “March 2023 Note”), assuming the principal of the March 2023 Note and interest thereon were converted in full on such date at the current fixed conversion price of $5.00 per share (without taking into account the beneficial ownership limitation set forth therein). The number of shares of common stock to be issued under the March 2023 Note may be substantially greater than this amount, if we make the amortization payments of principal and interest in shares of our common stock, because in such cases (and in certain other cases as described elsewhere in this proxy statement) the number of shares issued will be determined based on the then current market price (but in any event not more than fixed conversion price per share or less than a floor price). We cannot predict the market price of its common stock at any future date, and therefore, we are unable to accurately forecast or predict the total amount of shares that ultimately may be issued under the March 2023 Note. In addition, the number of shares issued under the March 2023 Note may be substantially greater if we voluntarily lower the conversion price, which we are permitted to do pursuant to the terms thereof.

	Beneficial Ownership Before the Offering ⁽¹⁾					Maximum Number of Shares which may be offered pursuant to this Offering		Beneficial Ownership After Offering ⁽¹⁾
Name and Address of Holder ⁽²⁾	Number of Shares			%		Number of Shares		Number of Shares		%
Scopia Holdings LLC⁽³⁾		—	⁽⁴⁾		0.00		28,263,488		—		0.00
Tasso Partners, LLC⁽⁵⁾		—	⁽⁶⁾		0.00		24,418,997		—		0.00
THRIII Trusts⁽⁷⁾		—	⁽⁸⁾		0.00		5,695,690		—		0.00
NuDay Capital, LLC⁽⁹⁾		—	⁽¹⁰⁾		0.00		4,283,028		—		0.00
1776 Fund, LLC⁽¹¹⁾		—	⁽¹²⁾		0.00		2,905,369		—		0.00
Zac Wydra⁽¹³⁾		—	⁽¹⁴⁾		0.00		2,100,000		—		0.00
Tom & Margaret Roberts Family Trust⁽¹⁵⁾		—	⁽¹⁶⁾		0.00		1,936,913		—		0.00
DSN Ventures LLC⁽¹⁷⁾		—	⁽¹⁸⁾		0.00		1,557,057		—		0.00
David S. Nagelberg 2003 Revocable Trust⁽¹⁹⁾		—	⁽²⁰⁾		0.00		562,520		—		0.00
Marc Gerdisch⁽²¹⁾		—	⁽²²⁾		0.00		246,384		—		0.00
Other Preferred Stock Investors⁽²³⁾		—	⁽²⁴⁾		0.00		386,050		—		0.00

	(1)	Applicable percentage ownership is based on 53,242,385 shares of our common stock outstanding as of June 30, 2024, and based on 125,597,881 shares of our common stock outstanding after the offering.

	(2)	Except as otherwise set forth below, the address of each beneficial holder is c/o Lucid Diagnostics Inc., 360 Madison Ave., 25^th Fl., New York, NY 10017.

	(3)	Matthew Sirovich may be deemed to control Scopia Holdings LLC (“Scopia”) and therefore may be deemed to beneficially own the shares of common stock held by Scopia. The business address of Scopia and Mr. Sirovich is 152 W. 57^th St., 33^rd Floor, New York, NY 10019.

	(4)	This amount excludes 20,188,206 shares issuable upon conversion of the Preferred Stock held by Scopia, as the Preferred Stock is not convertible until six months after its issuance. after giving effect to the Maximum Percentage and the Market Limit. This amount also excludes 8,075,282 shares issuable in payment of annual dividends on the Preferred Stock held by Scopia. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by Scopia pursuant to this prospectus exceeds the beneficial ownership of Scopia as of June 30, 2024.

	(5)	Dana Carrera may be deemed to control Tasso Partners, LLC (“Tasso”) and therefore may be deemed to beneficially own the shares of common stock held by Tasso. The business address of Tasso and Ms. Carrera is P.O. Box 503, Rumson, NJ 07760.

	(6)	This amount excludes 17,442,141 shares issuable upon conversion of the Preferred Stock held by Tasso, as the Preferred Stock is not convertible until six months after its issuance. after giving effect to the Maximum Percentage and the Market Limit. This amount also excludes 6,976,856 shares issuable in payment of annual dividends on the Preferred Stock held by Tasso. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by Tasso pursuant to this prospectus exceeds the beneficial ownership of Tasso as of June 30, 2024.

	(7)	Thomas H. Roberts III may be deemed to control the Thomas H Roberts III 12/21/67 Trust and the Thomas H Roberts III 1983 Charitable Trust (collectively, the “THRIII Trusts”) and therefore may be deemed to beneficially own the shares of common stock held by the THRIII Trusts.

	(8)	This amount excludes 4,068,350 shares issuable upon conversion of the Preferred Stock held by the THRIII Trusts, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 1,627,340 shares issuable in payment of annual dividends on the Preferred Stock held by the THRIII Trusts. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by the THRIII Trusts pursuant to this prospectus exceeds the beneficial ownership of the THRIII Trusts as of June 30, 2024.

	(9)	Dennis Herrera may be deemed to control NuDay Capital, LLC (“NuDay”) and therefore may be deemed to beneficially own the shares of common stock held by NuDay. The business address of NuDay and Mr. Herrera is 1412 Broadway, 21^st Fl., New York, NY 10118.

	(10)	This amount excludes 3,059,306 shares issuable upon conversion of the Preferred Stock held by NuDay, as the Preferred Stock is not convertible until six months after its issuance. after giving effect to the Maximum Percentage and the Market Limit. This amount also excludes 1,223,722 shares issuable in payment of annual dividends on the Preferred Stock held by NuDay. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by NuDay pursuant to this prospectus exceeds the beneficial ownership of NuDay as of June 30, 2024.

	(11)	The business address of the 1776 Fund, LLC Class LD (the “1776 Fund”) is P.O. Box 669, New Albany, OH 43054.

	(12)	This amount excludes 2,075,263 shares issuable upon conversion of the Preferred Stock held by the 1776 Fund, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 830,106 shares issuable in payment of annual dividends on the Preferred Stock held by the 1776 Fund. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by the 1776 Fund exceeds the beneficial ownership of the 1776 Fund as of June 30, 2024.

	(13)	The business address of Zac Wydra is 399 Park Ave., 27^th Fl., New York, NY 10022. Mr. Wydra is affiliated with a broker-dealer. Mr. Wydra has certified to us that he purchased the Preferred Stock in the ordinary course of business, and at the time of the purchase of the Preferred Stock, he had no agreements or understandings, direct or indirect, with any person to distribute the shares offered by this prospectus. Mr. Wydra is the managing of the general partner of a fund that owns shares of common stock of PAVmed.

	(14)	This amount excludes 1,500,000 shares issuable upon conversion of the Preferred Stock held by Mr. Wydra, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 600,000 shares issuable in payment of annual dividends on the Preferred Stock held by Mr. Wydra. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by Mr. Wydra pursuant to this prospectus exceeds the beneficial ownership of Mr. Wydra as of June 30, 2024.

	(15)	Thomas J. Jordan may be deemed to control the Tom & Margaret Roberts Family Trust (the “Roberts Family Trust”) and therefore may be deemed to beneficially own the shares of common stock held by the Roberts Family Trust.

	(16)	This amount excludes 1,383,509 shares issuable upon conversion of the Preferred Stock held by the Roberts Family Trust, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 553,404 shares issuable in payment of annual dividends on the Preferred Stock held by the Roberts Family Trust. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by the Roberts Family Trust pursuant to this prospectus exceeds the beneficial ownership of the Roberts Family Trust as of June 30, 2024.

	(17)	David S. Nagelberg may be deemed to control DSN Ventures LLC (“DSN Ventures”) and therefore may be deemed to beneficially own the shares of common stock held by DSN Ventures.

	(18)	This amount excludes 1,112,183 shares issuable upon conversion of the Preferred Stock held by DSN Ventures, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 444,874 shares issuable in payment of annual dividends on the Preferred Stock held by DSN Ventures. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by DSN Ventures exceeds the beneficial ownership of DSN Ventures as of June 30, 2024.

	(19)	David S. Nagelberg may be deemed to control the David S. Nagelberg 2003 Revocable Trust UA 07-02-03 (the “Nagelberg Trust”) and therefore may be deemed to beneficially own the shares of common stock held by the Nagelberg Trust.

	(20)	This amount excludes 401,800 shares issuable upon conversion of the Preferred Stock held by the Nagelberg Trust, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 160,720 shares issuable in payment of annual dividends on the Preferred Stock held by the Nagelberg Trust. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by the Nagelberg Trust exceeds the beneficial ownership of the Nagelberg Trust as of June 30, 2024.

	(21)	The business address of Marc Gerdisch is 8051 S. Emerson Ave., Indianapolis, IN 46237.

	(22)	This amount excludes 175,988 shares issuable upon conversion of the Preferred Stock held by Mr. Gerdisch, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 70,396 shares issuable in payment of annual dividends on the Preferred Stock held by Mr. Gerdisch. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by Mr. Gerdisch pursuant to this prospectus exceeds the beneficial ownership of Mr. Gerdisch as of June 30, 2024.

	(23)	The shares of common stock issuable upon conversion of, and in payment of dividends on, the Preferred Stock owned by the other Series B Investors and Series B-1 Investors represent less than 1% of our shares of common stock outstanding as of June 30, 2024. Certain of these Series B-1 Investors are associated with a broker-dealer. Each of these individuals has certified to us that he or she purchased the Preferred Stock in the ordinary course of business, and at the time of the purchase of the Preferred Stock, he or she had no agreements or understandings, direct or indirect, with any person to distribute the shares offered by this prospectus.

	(24)	This amount excludes 275,750 shares issuable upon conversion of the Preferred Stock held by the other Series B Investors and Series B-1 Investors, as the Preferred Stock is not convertible until six months after its issuance. This amount also excludes 110,300 shares issuable in payment of annual dividends on the Preferred Stock held by the other Series B Investors and Series B-1 Investors. Upon the Preferred Stock becoming convertible, it will remain subject to the Maximum Percentage and, unless stockholder approval is obtained, the Market Limit. As a result of the foregoing, the number of shares offered by the other Series B Investors and Series B-1 Investors pursuant to this prospectus exceeds the beneficial ownership of the other Series B Investors and Series B-1 Investors as of June 30, 2024.

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales made after the date the Registration Statement is declared effective by the SEC;

	●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law.

	●	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 25, 2024, including the information specifically incorporated by reference into such report from our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024.

	●	Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed on May 13, 2024.

	●	Our Current Reports on Form 8-K filed on January 30, 2024, March 14, 2024, May 7, 2024, May 24, 2024, and June 21, 2024.

	●	The description of our common stock contained in the Form 8-A registering our common stock under Section 12(b) of the Exchange Act, filed on October 12, 2021, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 25, 2024.

SEC registration fee	$	8,330
Accounting fees and expenses	$	25,000
Legal fees and expenses	$	30,000
Transfer agent fees and expenses	$	—
Miscellaneous expenses	$	6,500
Total	$	69,830

	LUCID DIAGNOSTICS INC.

	By:	/s/ Lishan Aklog, M.D.
	Name:	Lishan Aklog, M.D.
	Title:	Chairman of the Board and Chief Executive Officer

Signatures		Title	Date

By:	/s/ Lishan Aklog, M.D.	Chairman of the Board and Chief Executive Officer	July 12, 2024
	Lishan Aklog, M.D.	(Principal Executive Officer)

By:	/s/ Dennis M. McGrath	Chief Financial Officer (Principal Financial Officer	July 12, 2024
	Dennis M. McGrath	and Principal Accounting Officer)

By:	*	Vice Chairman and Director	July 12, 2024
	Stanley N. Lapidus

By:	*	Director	July 12, 2024
	James L. Cox, M.D.

By:	*	Director	July 12, 2024
	Dennis A. Matheis

By:	*	Director	July 12, 2024
	Jacque J. Sokolov, M.D.

By:	*	Director	July 12, 2024
	Ronal M. Sparks

By:	*	Director	July 12, 2024
	Debra J. White

*	By:	/s/ Lishan Aklog, M.D.
		Lishan Aklog, M.D., as attorney-in-fact

		Incorporation by Reference
Exhibit No.	Description	Form	Exhibit No.	Date
3.1.1	Amended and Restated Certificate of Incorporation.	S-1/A	3.1	10/7/21
3.1.2	Amendment to Amended and Restated Certificate of Incorporation.	8-K	3.1	6/21/23
3.1.3	Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock.	8-K	3.1	3/14/24
3.1.4	Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Preferred Stock.	8-K	3.1	5/7/24
3.2	Amended and Restated Bylaws.	S-1/A	3.2	10/7/21
4.1	Specimen Common Stock Certificate.	S-1/A	4.1	10/7/21
5.1	Opinion of Graubard Miller.	*
10.1	Form of Exchange Agreement for Series B Preferred Stock offering.	8-K	10.1	3/14/24
10.2	Form of Registration Rights Agreement for Series B Preferred Stock offering.	8-K	10.2	3/14/24
10.3	Form of Registration Rights Agreement for Series B-1 Preferred Stock offering.	8-K	10.1	5/7/24
10.4	Form of Subscription Agreement for the Series B Preferred Stock offering.	+
10.5	Form of Subscription Agreement for the Series B-1 Preferred Stock offering.	+
23.1	Consent of Marcum LLP.	+
23.2	Consent of Graubard Miller (included in Exhibit 5.1).	*
24.1	Power of Attorney (included on signature page).	*
107	Filing Fee Table.	*