lucd20260331

lucd20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-40901

LUCID DIAGNOSTICS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	82-5488042
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)

360 Madison Avenue
25th Floor
New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

(917) 813-1828

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each Class		Trading Symbol(s)		Name of each Exchange on which Registered
Common Stock, $0.001 par value per share		LUCD		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	☐	Accelerated filed	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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(c) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 31, 2026 and May 11, 2026 there were 177,188,256 and 203,066,783, respectively, shares of the registrant’s Common Stock, par value $0.001 per share, issued and outstanding (with such number of shares inclusive of shares of common stock underlying unvested restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan as of such date).

TABLE OF CONTENTS

		Page
Part I - Financial Information

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 4.	Controls and Procedures	32

Part II - Other Information

Item 1.	Legal Proceedings	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signature	35
	Exhibit Index	34

Table of Contents

Part I - Financial Information

Item 1. Financial Statements

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares and per share data - unaudited)

	March 31, 2026			December 31, 2025
Assets:
Current assets:
Cash	$	27,876		$	34,705
Accounts receivable		689			643
Inventory		469			353
Prepaid expenses, deposits, and other current assets		2,328			1,767
Total current assets		31,362			37,468
Fixed assets, net		907			809
Operating lease right-of-use assets		1,591			1,806
Intangible assets, net		210			315
Other assets		10			47
Total assets	$	34,080		$	40,445
Liabilities, Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	1,077		$	970
Accrued expenses and other current liabilities		2,200			2,719
Operating lease liabilities, current portion		908			893
Senior Secured Convertible Notes - at fair value		25,200			24,000
Total current liabilities		29,385			28,582
Operating lease liabilities, less current portion		695			927
Total liabilities		30,080			29,509
Commitments and contingencies (Note 8)
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 20,000,000 shares authorized; Series B and Series B-1 Convertible Preferred Stock, issued and outstanding 10,134 and 54,274 as of March 31, 2026 and December 31, 2025, respectively		10,134			54,274
Common stock, $0.001 par value, 300,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 164,878,638 and 131,098,762 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		165			131
Additional paid-in capital		291,664			230,866
Accumulated deficit		(297,963	)		(274,335	)
Total Stockholders’ Equity (Deficit)		4,000			10,936
Total Liabilities and Stockholders’ Equity (Deficit)	$	34,080		$	40,445

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share data - unaudited)

	Three Months Ended
	March 31,
	2026			2025
Revenue	$	1,256		$	828
Operating expenses:
Cost of revenue		1,625			1,551
Sales and marketing		5,002			4,069
General and administrative		5,432			6,162
Amortization of acquired intangible assets		105			105
Research and development		1,206			1,428
Total operating expenses		13,370			13,315
Operating loss		(12,114	)		(12,487	)
Other income (expense):
Interest income		70			66
Interest expense		(6	)		(9	)
Change in fair value - Senior Secured Convertible Note		(1,859	)		(14,478	)
Other income (expense), net		(1,795	)		(14,421	)
Loss before provision for income tax		(13,909	)		(26,908	)
Provision for income taxes		—			—
Net loss attributable to Lucid Diagnostics Inc.	$	(13,909	)	$	(26,908	)
Less: Series B Convertible Preferred Stock dividends earned		(9,719	)		(9,110	)
Net loss attributable to Lucid Diagnostics Inc. common stockholders	$	(23,628	)	$	(36,018	)
Net loss per share attributable to Lucid Diagnostics Inc. common stockholders - basic and diluted	$	(0.17	)	$	(0.52	)
Weighted average common shares outstanding, basic and diluted		140,096,782			68,796,392

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

LUCID DIAGNOSTICS INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the THREE MONTHS ENDED March 31, 2026 and 2025

(in thousands except number of shares and per share data - unaudited)

									*Additional*
	*Preferred Stock*				*Common Stock*				*Paid-In*		*Accumulated*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Deficit*			*Total*
Balance as of December 31, 2025		54,274	$	54,274		131,098,762	$	131	$	230,866	$	(274,335	)	$	10,936
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan		—		—		15,157		—		20		—			20
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan		—		—		—		—		1,402		—			1,402
Stock-based compensation - PAVmed Inc. 2014 Equity Plan		—		—		—		—		9		—			9
Vest - restricted stock awards		—		—		20,622		—		—		—			—
Issuance - At-The-Market Facility, net of deferred financing charges		—		—		4,161,747		4		5,270		—			5,274

SEC Form 10-Q filed by Lucid Diagnostics Inc.