Lucid Diagnostics Reports Material Agreements and Equity Sales
Ticker: LUCD · Form: 8-K · Filed: Nov 29, 2024 · CIK: 1799011
Sentiment: mixed
Topics: material-agreement, equity-sale, financial-obligation
TL;DR
Lucid Diagnostics terminated some deals, made new financial commitments, and sold unregistered stock.
AI Summary
Lucid Diagnostics Inc. filed an 8-K on November 29, 2024, reporting on events as of November 22, 2024. The filing indicates the entry into and termination of material definitive agreements, the creation of direct financial obligations, and unregistered sales of equity securities. It also notes material modifications to the rights of security holders.
Why It Matters
This filing signals significant changes in Lucid Diagnostics' contractual obligations and capital structure, potentially impacting its financial standing and shareholder rights.
Risk Assessment
Risk Level: medium — The filing details both the termination of agreements and the creation of new financial obligations, alongside unregistered equity sales, which can introduce uncertainty and potential risks.
Key Players & Entities
- Lucid Diagnostics Inc. (company) — Registrant
- November 22, 2024 (date) — Earliest event reported
- November 29, 2024 (date) — Filing date
FAQ
What specific material definitive agreements were entered into and subsequently terminated by Lucid Diagnostics?
The filing indicates the entry into and termination of material definitive agreements, but does not specify the names or details of these agreements in the provided text.
What are the details of the direct financial obligations created by Lucid Diagnostics?
The filing states the creation of a direct financial obligation but does not provide specific details or amounts in the provided text.
What were the terms and circumstances of the unregistered sales of equity securities?
The filing reports unregistered sales of equity securities but does not provide details on the terms, number of shares, or price in the provided text.
How were the rights of Lucid Diagnostics' security holders materially modified?
The filing mentions material modifications to the rights of security holders but does not elaborate on the nature of these modifications in the provided text.
What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant' item?
This item signifies that Lucid Diagnostics has entered into new financial commitments or arrangements that will impact its balance sheet or financial obligations.
Filing Stats: 1,341 words · 5 min read · ~4 pages · Grade level 10.8 · Accepted 2024-11-29 16:15:38
Key Financial Figures
- $0.001 — ch registered Common Stock, Par Value $0.001 Per Share LUCD The Nasdaq Stock Mar
- $21.95 million — (the " Company ") closed on the sale of $21.95 million in principal amount of Senior Secured C
- $18.3 million — ote (as defined below), net proceeds of $18.3 million from the sale of the 2024 Convertible N
- $3.6 million — ional Redemption Price of approximately $3.6 million. The 2023 Convertible Note had a 7.875%
- $5.00 — rate, a contractual conversion price of $5.00 per share of the Company's common stock
- $2.7 million — 2023 Convertible Note was approximately $2.7 million. The holder of the 2023 Convertible Not
Filing Documents
- form8-k.htm (8-K) — 54KB
- ex4-1.htm (EX-4.1) — 197KB
- ex10-1.htm (EX-10.1) — 192KB
- ex10-2.htm (EX-10.2) — 107KB
- ex10-3.htm (EX-10.3) — 75KB
- ex10-4.htm (EX-10.4) — 174KB
- 0001493152-24-048170.txt ( ) — 1134KB
- lucd-20241122.xsd (EX-101.SCH) — 3KB
- lucd-20241122_lab.xml (EX-101.LAB) — 33KB
- lucd-20241122_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 22, 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 On November 22, 2024, Lucid Diagnostics Inc. (the " Company ") closed on the sale of $21.95 million in principal amount of Senior Secured Convertible Notes (collectively, the " 2024 Convertible Notes "), in a private placement, to certain accredited investors (the " 2024 Note Investors "). The sale of the 2024 Convertible Notes was completed pursuant to the terms of the previously disclosed Securities Purchase Agreement, dated as of November 12, 2024 (the " 2024 SPA "), between the Company and the 2024 Note Investors. The Company realized gross proceeds of $21.95 million and, after giving effect to the repayment in full of the 2023 Convertible Note (as defined below), net proceeds of $18.3 million from the sale of the 2024 Convertible Notes. The terms of the 2024 Convertible Notes are described in the Current Report on Form 8-K filed by the Company on November 12, 2024 and such description is incorporated herein by reference. In connection with the closing, the Company and/or its subsidiaries entered into the following agreements: (i) a Registration Rights Agreement (the " Registration Rights Agreement "), pursuant to which the Company agreed to file a resale registration statement for the shares of the Company's common stock underlying the 2024 Convertible Notes, within 120 days after the closing, and granted the 2024 Note Investors customary piggyback registration rights, (ii) a Guaranty (the " Guaranty "), pursuant to which certain of the Company's subsidiaries guaranteed the Company's obligations under the 2024 Convertible Notes, and (iii) a Security and Pledge Agreement (the " Pledge Agreement "), pursuant to which the Company and certain of its subsidiaries granted a security interest in substantially all their property and assets for the benefit of the 2024 Note Investors. The 2024 Note Investors also hold shares of the Company's Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock. The Company used a portion of the proceeds from the sale of the 2024 Convertible Notes to repay the Senior Convertible Note (the " 2023 Convertible Note ") issued pursuant to that certain Securities Purchase Agreement, dated as of March 13, 2023. As previously disclosed, on November 8, 2024, Lucid gave notice to the holder of the 2023 Convertible Note that it was exercising its right pursuant to such note to redeem the same for the redemption price specified in such note (the " Optional Redemption Price "). Pursuant to the terms of the 2023 Convertible Note, on November 22, 2024, the Company redeemed the 2023 Convertible Note by paying the Optional Redemption Price of approximately $3.6 million. The 2023 Convertible Note had a 7.875% annual stated interest rate, a contractual conversion price of $5.00 per share of the Company's common stock (subject to adjustment), and a contractual maturity date