Lucid Diagnostics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| 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 information set forth under Item 1.01 is incorporated under this item by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 is incorporated under this item by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This report contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this report are forward-looking statements. Forward-looking statements contained in this report may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those described more fully in the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s other reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
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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: November 18, 2024 | LUCID DIAGNOSTICS INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| Chief Financial Officer | ||
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