Lucid Diagnostics Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
Effective September 22, 2025, the board of directors of Lucid Diagnostics Inc. (the “Company”) appointed John R. Palumbo as a Class B director of the Company.
Mr. Palumbo was designated for appointment by certain of the holders of the Company’s 12% Convertible Secured Promissory Notes Due 2029 (the “Convertible Notes”). Under the agreements governing the sale of the Convertible Notes, such holders have the collective right to designate one individual to be appointed to the Company’s board of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate governance committee.
Mr. Palumbo has not engaged in any transactions with the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, the Company has entered into its standard form of indemnification agreement with Mr. Palumbo. The Company expects to pay cash fees and grant equity awards to Mr. Palumbo in accordance with the Company’s existing compensation policy for non-employee directors.
Item 7.01. Regulation FD Disclosure.
On September 25, 2025, the Company issued a press release announcing the appointment of Mr. Palumbo. The press release is attached as Exhibit 99.1 hereto.
The information furnished under Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Dated: September 25, 2025 | LUCID DIAGNOSTICS INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| Chief Financial Officer | ||
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