8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2024

Registrant’s telephone number, including area code: (917) 813-1828

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.02. Unregistered Sales of Equity Securities.

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

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

Item9.01. Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.