Lucid Diagnostics Files 8-K for Material Agreement

TL;DR

Lucid Diagnostics signed a big deal, filing an 8-K today.

AI Summary

Lucid Diagnostics Inc. filed an 8-K on September 10, 2025, reporting an entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and its principal executive offices are located at 360 Madison Avenue, New York, NY.

Why It Matters

This filing indicates a significant new contract or partnership for Lucid Diagnostics, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing itself is procedural, but the 'material definitive agreement' could carry inherent risks depending on its terms.

Key Players & Entities

• Lucid Diagnostics Inc. (company) — Registrant
• September 10, 2025 (date) — Date of earliest event reported
• 360 Madison Avenue, 25th Floor, New York, New York 10017 (location) — Principal Executive Offices
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share LUCD The Nasdaq Stock Mar
• $1.00 — Stock "), at a public offering price of $1.00 per share (the " Offering "). Pursuant
• $0.9425 — ock (the " Firm Shares ") at a price of $0.9425 per share, representing an underwriting
• $0.0575 — epresenting an underwriting discount of $0.0575 per share. In addition, the Company gra
• $100,000 — es and expenses of legal counsel, up to $100,000. The Underwriting Agreement is subject
• $25,000,000 — d the expenses of the Offering, will be $25,000,000 (or $28,750,000 if the Underwriters exe
• $28,750,000 — f the Offering, will be $25,000,000 (or $28,750,000 if the Underwriters exercise their opti

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex1-1.htm (EX-1.1) — 234KB
• ex5-1.htm (EX-5.1) — 8KB
• ex99-1.htm (EX-99.1) — 13KB
• ex99-2.htm (EX-99.2) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex99-1_001.jpg (GRAPHIC) — 18KB
• ex99-2_001.jpg (GRAPHIC) — 10KB
• 0001493152-25-012962.txt ( ) — 592KB
• lucd-20250910.xsd (EX-101.SCH) — 3KB
• lucd-20250910_lab.xml (EX-101.LAB) — 33KB
• lucd-20250910_pre.xml (EX-101.PRE) — 22KB
• 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): September 10, 2025 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 September 10, 2025, Lucid Diagnostics Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with Canaccord Genuity LLC and BTIG, LLC, as representatives (the " Representatives ") of the underwriters named therein (the " Underwriters "), for an underwritten offering to the public of shares of the Company's common stock, par value $0.001 per share (the " Common Stock "), at a public offering price of $1.00 per share (the " Offering "). Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, 25,000,000 shares of Common Stock (the " Firm Shares ") at a price of $0.9425 per share, representing an underwriting discount of $0.0575 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Common Stock (the " Option Shares ," and together with the Firm Shares, the " Shares ") at the public offering price less the underwriting discount. The Company also agreed to reimburse the Underwriters for certain expenses incurred in connection with the Offering, including its reasonable fees and expenses of legal counsel, up to $100,000. The Underwriting Agreement is subject to customary closing conditions and contains customary representations, warranties and covenants of the Company. In addition, the Company agreed to indemnify the Underwriters against certain liabilities, including for certain liabilities under the Securities Act of 1933, as amended (the " Securities Act "). Canaccord Genuity LLC and BTIG LLC are acting as joint bookrunners of the Offering. The gross proceeds of the Offering, before deducting the underwriting discount and the expenses of the Offering, will be $25,000,000 (or $28,750,000 if the Underwriters exercise their option in full). The sale of the Firm Shares is expected to close on or about September 11, 2025, subject to the customary closing conditions contained in the Underwriting Agreement. The Offering was made pursuant to the Company's existing shelf registration statement on Form S-3 (Registration No. 333-268560), which was filed with the Securities and Exchange Commission (" SEC ") on November 25, 2022 and declared effective by the SEC on December 6, 2022, a preliminary prospectus supplement thereto, dated September 9, 2025, filed with the SEC on September 9, 2025, and a final prospectus supplement thereto, which will be filed with the SEC in accordance with Rule 424 under the Securities Act. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing description of the Offering by the Company and the documenta

View Full Filing

View this 8-K filing on SEC EDGAR