Lucid Diagnostics Files 8-K: Agreements & Equity Sales
Ticker: LUCD · Form: 8-K · Filed: Nov 18, 2024 · CIK: 1799011
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation, equity-sale
TL;DR
Lucid Diagnostics inked a deal, took on debt, and sold stock. Big moves happening.
AI Summary
Lucid Diagnostics Inc. entered into a material definitive agreement on November 12, 2024, which also resulted in the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. The filing was made on November 18, 2024.
Why It Matters
This 8-K filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder rights.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- Lucid Diagnostics Inc. (company) — Registrant
- November 12, 2024 (date) — Date of earliest event reported
- November 18, 2024 (date) — Filing date
FAQ
What type of material definitive agreement did Lucid Diagnostics Inc. enter into?
The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on November 12, 2024.
What is the nature of the direct financial obligation created?
The filing indicates the creation of a direct financial obligation but does not provide specific details about its terms or amount.
When were the unregistered sales of equity securities made?
The filing reports on unregistered sales of equity securities, but the specific date of these sales is not detailed in the provided text.
What modifications were made to the rights of security holders?
The filing mentions material modifications to the rights of security holders, but the specifics of these modifications are not elaborated upon in the provided excerpt.
What is the company's fiscal year end?
Lucid Diagnostics Inc.'s fiscal year ends on December 31.
Filing Stats: 1,132 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2024-11-18 17:27:56
Key Financial Figures
- $0.001 — ch registered Common Stock, Par Value $0.001 Per Share LUCD The Nasdaq Stock Mar
- $21.75 million — have agreed to purchase an aggregate of $21.75 million in 2024 Convertible Notes from the Comp
Filing Documents
- form8-k.htm (8-K) — 48KB
- 0001493152-24-046587.txt ( ) — 224KB
- lucd-20241112.xsd (EX-101.SCH) — 3KB
- lucd-20241112_lab.xml (EX-101.LAB) — 33KB
- lucd-20241112_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED 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): November 12, 2024 LUCID DIAGNOSTICS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40901 82-5488042 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 360 Madison Avenue , 25th Floor , New York , New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (917) 813-1828 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.001 Per Share LUCD The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement As previously disclosed in a Current Report on Form 8-K filed on November 12, 2024 (the " Prior 8-K "), Lucid Diagnostics Inc. (" Lucid ") has entered into a Securities Purchase Agreement (the " 2024 SPA ") with certain accredited investors (the " 2024 Note Investors ") for the sale of Senior Secured Convertible Notes (collectively, the " 2024 Convertible Notes ") of the Company. Pursuant to the 2024 SPA, the 2024 Note Investors (including those whose signatures were effective as of the Prior 8-K and those whose signatures became effective after the Prior 8-K) have agreed to purchase an aggregate of $21.75 million in 2024 Convertible Notes from the Company, as disclosed in the Company's press release dated November 13, 2024. The information set forth in the Prior 8-K relating to the terms of the 2024 Convertible Notes is incorporated under this item by reference. As previously disclosed, proceeds from the sale of the 2024 Convertible Notes will be used to redeem the Company's Senior Convertible Note issued pursuant to that certain Securities Purchase Agreement dated as of March 13, 2023 (the " 2023 Convertible Note ") for the redemption price specified in such note (the " Optional Redemption Price "). Pursuant to the terms of the 2023 Convertible Note, the Company has not less than ten business days from the date it provided notice of redemption (November 8, 2024), and not more than twenty business days from such date (the " Optional Redemption Notice Period "), to pay the Optional Redemption Price. The proceeds from the 2024 Convertible Notes are in excess of the amount necessary to pay the Optional Redemption Price. The Company expects to complete the issuance of the 2024 Convertible Notes and the redemption of the 2023 Convertible Note on or prior to the end of the Optional Redemption Notice Period, although there can be no assurance that such issuance and redemption will be completed during such period, if at all. The offer and sale of the 2024 Convertible Notes, and the shares of the Company's common stock issuable upon conversion of, and in payment of dividends on, the 2024 Convertible Notes, are 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, because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated under this item by reference. Item 3.02. Unregistered Sales of Equity Securities. The