SEC Form 424B3 filed by Lucid Diagnostics Inc.

Lucid Diagnostics Inc.

72,355,496 Shares of Common Stock

This prospectus relates to the potential offer and sale from time to time of 72,355,496 shares of our common stock, par value $0.001 per share, by the selling stockholders identified in “Selling Stockholders” below.

In March 2024, we sold 44,285 shares of newly designated Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), in a private placement solely to accredited investors, at a purchase price of $1,000 per share, for aggregate gross proceeds to us of approximately $44.3 million. In May 2024, we sold approximately 11,634 shares of newly designated Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”), in a private placement solely to accredited investors, at a purchase price of $1,000 per share, for aggregate gross proceeds to us of approximately $11.6 million. The shares of common stock offered by this prospectus consist of 72,355,496 shares issuable upon conversion of, and in payment of dividends on, the Preferred Stock. For more information, see “The Private Placement” below.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.

The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of the shares of our common stock offered by this prospectus. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The timing and amount of any sales are within the sole discretion of the selling stockholders. We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to its sale of shares. For more information, see “Plan of Distribution” below.

Our common stock is listed on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LUCD.” On July 17, 2024, the last reported sale price of our common stock was $0.8799 per share.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 18, 2024

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”). Under this prospectus, the selling stockholders may, from time to time, sell the securities offered by them as described in this prospectus.

This prospectus incorporates by reference important information about us that is not included in or delivered with this document, as described in “Where You Can Find More Information” on page 15 of this prospectus and “Information Incorporated by Reference” on page 15 of this prospectus. We also may add information to, or update or change information contained in, this prospectus through a prospectus supplement or a post-effective amendment to the registration statement of which this prospectus forms a part. It is important for you to read and consider all of the information contained in or incorporated by reference in this prospectus, as so supplemented or amended, before making any decision whether to invest in our securities.

Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that provided or incorporated by reference in this prospectus or any prospectus supplement. Neither we nor the selling stockholders can provide any assurance as to the reliability of any other information that others may give you. You should not assume that the information in this prospectus, any prospectus supplement or any documents incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the applicable document. Since the respective dates of this prospectus, any prospectus supplement or any document incorporated by reference in this prospectus or any prospectus supplement, our business, financial condition, results of operations and prospects may have changed. Neither we nor the selling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted.

MARKET AND INDUSTRY DATA

We obtained the market, industry and competitive position data used throughout this prospectus and the documents incorporated by reference in this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information, in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, while we believe the industry, market and competitive position data included or incorporated by reference in this prospectus are reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed and incorporated by reference in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

TRADEMARKS

We have proprietary rights to trademarks used in this prospectus and the documents incorporated by reference in this prospectus, including Lucid Diagnostics™, EsoGuard®, EsoCheck® and Collect+Protect™. Solely for our convenience, trademarks and trade names referred to in this prospectus and in the documents incorporated by reference in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name, or service mark of any other company appearing in this prospectus and the documents incorporated by reference in this prospectus is the property of its respective holder.

NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The statements contained in this prospectus and in the documents incorporated by reference in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future, such as our estimates regarding expenses, future revenue, capital requirements and needs for additional financing and our expectations regarding the time during which we will be an emerging growth company under the JOBS Act. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus and in the documents incorporated by reference in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us and on a number of assumptions. There can be no assurance that our current expectations, beliefs and assumptions will prove correct. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) that may cause actual developments and their effects on us to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors incorporated by reference or described in “Risk Factors,” including the following:

Should one or more of these risks or uncertainties materialize, or should any of our expectations, beliefs and assumptions otherwise prove incorrect, actual developments and their effects on us, including our financial results, may vary in material respects from those expressed or implied in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

GLOSSARY

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Lucid,” “we,” “us,” “our” and similar terms refer to Lucid Diagnostics Inc., a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated in this prospectus:

RISK FACTORS

Any investment in our common stock involves a high degree of risk. Before you make a decision to invest in our common stock, you are urged to read and carefully consider the risks and uncertainties relating to an investment in our company set forth below, together with all of the other information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. You should read and carefully consider the risks and uncertainties discussed under the item “Risk Factors” in our most recent annual report on Form 10-K and in any of our subsequent quarterly reports on Form 10-Q, as well as the other information in such reports and the risks, uncertainties and other information in the other documents we file with the SEC that are incorporated by reference in this prospectus supplement and the accompanying base prospectus, as such reports and documents may be amended, supplemented or superseded from time to time by documents we subsequently file with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and results of operations. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

Risks Associated with the Offering

Investors who buy shares of common stock from the selling stockholders at different times will likely pay different prices.

The selling stockholders may resell all, some or none of such shares at any time or from time to time in their sole discretion and at different prices. As a result, investors who purchase shares from the selling stockholders in this offering at different times will likely pay different prices for those shares, and so may experience different outcomes on their investment. Investors may experience a decline in the value of the shares they purchase from the selling stockholders in this offering as a result of future sales made by the selling stockholders at prices lower than the prices such investors paid for their shares in this offering.

A substantial number of shares of our common stock may be issued upon conversion of, and in payment of dividends on, the Preferred Stock, which could cause the price of our common stock to decline.

Each share of Preferred Stock is convertible at the option of the holder, from and after the six-month anniversary of its issuance, into such number of shares of our common stock equal to the number of shares to be converted, multiplied by the stated value of $1,000 per share, divided by the conversion price in effect at the time of the conversion. In addition, the Series B Preferred Stock will automatically convert into shares of our common stock on March 13, 2026 and the Series B-1 Preferred Stock will automatically convert into shares of our common stock on May 6, 2026. The conversion price is $1.2444 per share for the Series B Preferred Stock and $0.7228 per share for the Series B-1 Preferred Stock, subject to adjustment in each case in the event of stock splits, stock dividends, and similar transactions.

In addition, each holder of the Preferred Stock will be entitled to dividends payable as follows: (i) a number of shares of common stock equal to 20% of the number of shares of common stock issuable upon conversion of the Preferred Stock then held by such holder on March 13, 2025 (in the case of the Series B Preferred Stock) or May 6, 2025 (in the case of the Series B-1 Preferred Stock), and (ii) a number of shares of common stock equal to 20% of the number of shares of common stock issuable upon conversion of the Preferred Stock then held by such holder on March 13, 2026 (in the case of the Series B Preferred Stock) or May 6, 2026 (in the case of the Series B-1 Preferred Stock).

If the holders of the Preferred Stock had elected to convert the shares of Preferred Stock in full on June 30, 2024, we would have issued 51,682,496 shares of our common stock to the holders. If the holders of the Preferred Stock continue to hold all their shares of Preferred Stock through its automatic conversion date, we anticipate that we will issue 72,355,496 shares of our common stock to the holders, including shares issued in payment of dividends. Both the voluntary and automatic conversion of the Preferred Stock and the payment of dividends on the Preferred Stock are subject to certain beneficial ownership limitations and exchange limitations as described below. Despite these limitations, the issuance of these shares will dilute our other equity holders, which could cause the price of our common stock to decline.

Sales of substantial amounts of our common stock by the selling stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock.

The sale by the selling stockholders of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the selling stockholders may sell all or a portion of their shares as a result of the registration of such shares for resale pursuant to this prospectus could also in and of itself have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

Our outstanding options and convertible notes, along with the potential issuance of shares under our equity compensation plans and other arrangements, may have an adverse effect on the market price of our common stock.

As of June 30, 2024, in addition to our outstanding shares of common stock and the shares issuable upon conversion of, and in payment of dividends on, the Preferred Stock: (i) 8,744,626 shares of the Company’s common stock were issuable upon exercise of the Company’s outstanding stock options, at a weighted average exercise price of $1.70 per share; and (ii) 1,962,222 shares of our common stock were issuable under the March 2023 Note, assuming the noteholder elected to convert the March 2023 Note in full on such date at the fixed conversion price of $5.00 per share (without taking into account the beneficial ownership limitation set forth therein). The number of shares of our common stock to be issued under the March 2023 Note may be substantially greater than this amount if we make the required amortization payments in shares of our common stock (or upon conversion of the principal and interest in certain other circumstances), because in such event the number of shares to be issued will be determined based on the then current market price (but in any event not more than fixed conversion price per share or less than $0.30 per share). We cannot predict the market price of our common stock at any future date, and therefore, we are unable to accurately forecast or predict the total amount of shares that ultimately may be issued under the March 2023 Note. However, assuming that all remaining amortization payments are made as scheduled in shares of common stock at a price equal to $0.30 per share, we estimate that we would issue an additional 32,703,700 shares to the noteholder. In addition, the number of shares issued under the March 2023 Note may be substantially greater if we voluntarily lower the conversion price, which we are permitted to do pursuant to the terms thereof.

In addition, as of June 30, 2024, 768,595 shares of our common stock reserved for issuance, but not subject to outstanding stock-based equity awards, under the 2018 Plan and 395,886 shares of our common stock were reserved for issuance, but not yet issued, under the ESPP. The number of shares available under the 2018 Plan will automatically increase on January 1st of each year, through (and including) January 1, 2032, in an amount equal to 6% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, unless the Board provides for a lesser amount. Similarly, the number of shares available for issuance under the ESPP will automatically increase on January 1st of each year, through (and including) January 1, 2032, in an amount equal to the lesser of (a) 2% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, and (b) 1,000,000 shares, unless the Board provides for a lesser amount.

Furthermore, (i) in March 2022, we entered into a committed equity facility with a Cantor affiliate, pursuant to which the affiliate committed to purchase up to $50 million in shares of our common stock (of which $48.2 million remains as of June 30, 2024), from time to time at our request, at prices based on the current market price; (ii) in November 2022, we entered into an “at-the-market offering” for up to $6.5 million shares of our common stock (of which $6.2 million remains as of June 30, 2024), that may be offered and sold under a controlled equity offering agreement between us and Cantor, (iii) we are party to the management services agreement with PAVmed (which was amended most recently in March 2024), pursuant to which PAVmed may elect to receive payment of the monthly fee under the management services agreement in cash or in shares of our common stock, with such shares valued at a price based on the current market price; and (iv) in November 2022, we entered into a payroll and benefits expense reimbursement agreement with PAVmed, pursuant to which PAVmed will continue to pay certain payroll and benefit-related expenses on our behalf and we will reimburse PAVmed on a quarterly basis or at such other frequency as the parties may determine, in cash or, subject to approval by our board of directors and the board of directors of PAVmed, in shares of our common stock, or in a combination of cash and shares, with any such shares valued at a price based on the current market price.

Any issuance of these shares will dilute our other equity holders, which could cause the price of our common stock to decline. In addition, the sale of these shares in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock.

Raising additional capital funding may result in substantial dilution to our stockholders or otherwise impair the value of our common stock.

We may seek to raise required additional capital through public or private equity or debt offerings, through loans, through arrangements with strategic partners or through other sources.

To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock. Any additional shares of our common stock or other securities convertible into or exchangeable for our common stock may be sold at prices lower (or higher) than the price paid by purchasers in this offering. Furthermore, sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

To the extent we raise additional capital by issuing debt securities or incurring loans, the holders of such securities or loans will have priority in payment over the holders of our equity securities. In addition, the terms of those debt securities or loan arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, including restricting our ability to pursue our business strategy, and could also require us to incur substantial interest expense.

USE OF PROCEEDS

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.

THE PRIVATE PLACEMENT

On March 13, 2024, we entered into subscription agreements (each, a “Series B Subscription Agreement”) and exchange agreements (each, a “Series B Exchange Agreement”) with certain accredited investors (collectively, the “Series B Investors”), which agreements provided for (i) the sale to the Series B Investors of 12,495 shares of Series B Preferred Stock, at a purchase price of $1,000 per share, and (ii) the exchange by the Series B Investors of 13,625 shares of our Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and 10,670 shares of our Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”), held by them for 31,790 shares of Series B Preferred Stock (collectively, the “Series B Offering and Exchange”). Prior to the execution of the Series B Subscription Agreements and the Series B Exchange Agreements, we entered into subscription agreements with certain of the Series B Investors providing for the sale to such investors of 5,670 shares of Series A-1 Preferred Stock, at a purchase price of $1,000 per share, which shares the investors immediately agreed to exchange for shares of Series B Preferred Stock pursuant to the Series B Exchange Agreements (and are included in the 10,670 shares of Series A-1 Preferred Stock set forth above). Immediately after the transactions, we had no shares of Series A Preferred Stock or Series A-1 Preferred Stock outstanding and had 44,285 shares of Series B Preferred Stock outstanding.

Effective as of May 1, 2024, we entered into subscription agreements (each, a “Series B-1 Subscription Agreement”) with certain accredited investors (collectively, the “Series B-1 Investors”), which agreements provided for the sale to the Series B-1 Investors of approximately 11,634 shares of Series B-1 Preferred Stock, at a purchase price of $1,000 per share (the “Series B-1 Offering”).

In connection with the sale of the Series B Preferred Stock, on March 13, 2024, we filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock with the Secretary of State of the State of Delaware (the “Series B Certificate of Designations”). In connection with the sale of the Series B-1 Preferred Stock, on May 6, 2024, we filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B-1 Preferred Stock with the Secretary of State of the State of Delaware (the “Series B-1 Certificate of Designations,” and together with the Series B Certificate of Designations, the “Certificates of Designations”).

The key terms of the Preferred Stock are as follows:

Conversion. Each share of Preferred Stock is convertible at the option of the holder, from and after the six-month anniversary of its issuance, subject to the beneficial ownership and primary market limitations described below, into such number of shares of our common stock as is equal to the number of shares of Preferred Stock to be converted, multiplied by the stated value of $1,000 (the “Stated Value”), divided by the conversion price in effect at the time of the conversion. The initial conversion price is $1.2444 (in the case of the Series B Preferred Stock) or $0.7228 (in the case of the Series B-1 Preferred Stock), subject to adjustment in the event of stock splits, stock dividends, and similar transactions. In addition, the Preferred Stock will automatically convert into shares of our common stock, subject to the beneficial ownership and primary market limitations described below, (i) on March 13, 2026 (in the case of the Series B Preferred Stock) or May 6, 2026 (in the case of the Series B-1 Preferred Stock), (ii) upon the consummation of certain fundamental transactions, or (iii) with respect to the shares of Series B Preferred Stock initially issued under the Series B Exchange Agreements (the “Exchanged Series B Preferred Stock”), at our election at any time after the six-month anniversary of the issuance of such shares of Exchanged Series B Preferred Stock, upon written notice given to the holders of such shares, if the VWAP of our common stock has been at least $8.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of 30 consecutive trading days ending within 15 trading days prior to the date on which such notice is given (subject to certain limited exceptions) (a “VWAP-Based Mandatory Conversion Event”).

Rank. The Preferred Stock will be senior to our common stock and any other class of our capital stock that is not by its terms senior to or pari passu with the Preferred Stock. The Series B Preferred Stock and Series B-1 Preferred Stock are pari passu with respect to each other.

Dividends. The holders of Preferred Stock will be entitled to dividends payable as follows: (i) a number of shares of our common stock equal to 20% of the number of shares of our common stock issuable upon conversion of the Preferred Stock then held by such holder on March 13, 2025 (in the case of the Series B Preferred Stock) or May 6, 2025 (in the case of the Series B-1 Preferred Stock), and (ii) a number of shares of our common stock equal to 20% of the number of shares of our common stock issuable upon conversion of the Preferred Stock then held by such Holder on March 13, 2026 (in the case of the Series B Preferred Stock) or May 6, 2026 (in the case of the Series B-1 Preferred Stock).

A holder that converts its Preferred Stock prior to March 13, 2025 or March 13, 2026 (in the case of the Series B Preferred Stock) or May 6, 2025 or May 6, 2026 (in the case of the Series B-1 Preferred Stock) will not receive the dividend that accrues on such date with respect to such converted Preferred Stock, other than, with respect to the Exchanged Series B Preferred Stock, in the case where a VWAP-Based Mandatory Conversion Event is triggered during the 90-day period preceding any dividend date. In that case, the holders of shares of Exchanged Series B Preferred Stock subject to the VWAP-Based Mandatory Conversion Event will be treated as owning such shares on the dividend date and will participate in the dividend with respect to such shares. In addition, the dividends will be accelerated and paid (to the extent not previously paid) upon the consummation of certain fundamental transactions.

The holders of the Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of our common stock basis, to and in the same form as dividends actually paid on shares of our common stock when, as, and if such dividends are paid on shares of our common stock.

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our company (or any Deemed Liquidation Event as defined in the Certificates of Designation), the holders of shares of Preferred Stock then outstanding will be entitled to be paid out of our assets available for distribution to our stockholders, before any payment shall be made to the holders of our common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into our common stock immediately prior to such event.

Voting. On any matter to be acted upon or considered by our stockholders, each holder shall be entitled to vote on an “as converted” basis (after applying the beneficial ownership and primary market limitations described below). In the case of the Series B-1 Preferred Stock, the conversion price will be deemed, solely for the purpose of voting, to be no less than the “Minimum Price” as defined in the rules of Nasdaq.

Beneficial Ownership Limitation. The Company will not effect any conversion of the Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of our outstanding common stock (or, upon election of the holder, 9.99% of our outstanding common stock) (the “Maximum Percentage”).

Exchange Limitation. Unless the approval of our stockholders is not required by the applicable rules of Nasdaq for issuances of our common stock in excess of 19.99% of the outstanding common stock as of March 13, 2024 (or, if earlier, the date of the definitive agreement for any transaction aggregated with the sale of the Preferred Stock) (the “Market Limit”), or unless we have obtained such approval, we shall not effect any conversion of the Preferred Stock, including, without limitation, any automatic conversion, and a holder shall not have the right to receive dividends on or convert any portion of the Preferred Stock, to the extent that, after giving effect to the receipt of our common stock in connection with such dividends or conversion, the holder would have received in excess of its pro rata share of the Market Limit. Accordingly, at our Annual Meeting to be held on July 23, 2024, stockholders will vote on a proposal to approve the issuance of shares of the Company’s common stock under the Preferred Stock in excess of the Market Limit. PAVmed, as the holder of voting control over a majority of the Company’s capital stock, can control the outcome of this proposal. PAVmed has agreed to vote in favor of the proposal

We also executed a registration rights agreement with the Series B Investors and a registration rights agreement with the Series B-1 Investors (together, the “Registration Rights Agreements”), pursuant to which we agreed to file a registration statement covering the resale of the shares of common stock issuable pursuant to the Preferred Stock. We filed the registration statement of which this prospectus forms a part in satisfaction of the obligations contained in the Registration Rights Agreements.

If the holders of the Preferred Stock had elected to convert the shares of Preferred Stock in full on June 30, 2024, we would have issued 51,682,496 shares of our common stock to the holders. If the holders of the Preferred Stock continue to hold all their shares of Preferred Stock through its automatic conversion date, we anticipate that we will issue 72,355,496 shares of our common stock to the holders, including shares issued in payment of dividends. The issuance of these shares will dilute our other equity holders, which could cause the price of our common stock to decline.

The foregoing is only a summary of the material terms of the Series B Subscription Agreement, the Series B-1 Subscription Agreement, the Certificates of Designations and the Registration Rights Agreements, and does not purport to be a complete description of the rights and obligations of the parties thereunder. Such summary is qualified in its entirety by reference to the full text of the Series B Subscription Agreement, the Series B-1 Subscription Agreement, the Certificates of Designations and the Registration Rights Agreements, which are filed or incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

SELLING STOCKHOLDERS

This prospectus relates to the potential offer and sale from time to time of up to 72,355,496 shares of our common stock by the selling stockholders. The term “selling stockholders,” as used in this prospectus, includes the persons and entities listed in the table below, as well as their respective pledgees, donees, transferees, assignees, successors and others who later come to hold any interests in shares of our common stock offered by this prospectus other than through a public sale.

In accordance with the terms of the Registration Rights Agreements, this prospectus covers the shares of common stock issuable upon conversion of the Preferred Stock, as well as the shares of common stock issuable in payment of dividends on the Preferred Stock. Because the selling stockholders are entitled to dividends only if they continue to hold the Preferred Stock through the applicable dividend payment date, the number of shares that will actually be issued to the selling stockholders may be less than the number of shares being offered by this prospectus. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. For additional information regarding the issuance and terms of the Preferred Stock, see “The Private Placement” above.

The table below lists each selling stockholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of shares of common stock by such selling stockholder. Except for the ownership of our securities or as described in the footnotes to the table below, no selling stockholder has had any material relationship with us within the past three years.

The second column of the table lists the number of shares of common stock beneficially owned by each selling stockholder, based on such selling stockholder’s ownership of shares of common stock as of June 30, 2024. Because the Preferred Stock is not convertible until six months after its issuance, the beneficial ownership does not include the shares of common stock underlying the Preferred Stock held by each selling stockholder. Furthermore, under the Certificates of Designations, no selling stockholder may convert its Preferred Stock to the extent such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed the Maximum Percentage or, unless stockholder approval is obtained, to the extent the selling stockholder would have received in excess of its pro rata share of the Market Limit.

The third column of the table lists the shares of common stock being offered by this prospectus by each selling stockholder. Such amount includes all shares issuable upon conversion of, and in payment of dividends on, the Preferred Stock held by such selling stockholder, and does not take account of the Maximum Percentage or the Market Limit. As a result, the shares of common stock offered by this prospectus exceed the number of shares of common stock beneficially owned by each selling stockholder as of June 30, 2024.

The fourth column of the table assumes the sale of all the shares offered by each selling stockholder pursuant to this prospectus.

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

PLAN OF DISTRIBUTION OF SECURITIES

We are registering the shares of common stock issuable upon conversion of, and in payment of dividends on, the Preferred Stock in order to permit the resale of these shares of common stock by the holders of the Preferred Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock held by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the Preferred Stock or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that the selling stockholders will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the Registration Rights Agreements, estimated to be $ 69,830 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, the selling stockholders will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against certain liabilities, including liabilities under the Securities Act, or we may be entitled to contribution.

Once sold under the registration statement of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

Our common stock is quoted on the Nasdaq Capital Market under the symbol “LUCD.”

LEGAL MATTERS

The legality of the securities offered by this prospectus has been passed upon by Graubard Miller, New York, New York.

EXPERTS

The consolidated financial statements of Lucid Diagnostics Inc. and Subsidiaries as of December 31, 2023 and 2022 and for the years then ended, which are incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023, have been so incorporated in reliance on the report of Marcum LLP, an independent registered public accounting firm (which report includes an explanatory paragraph as to the Company’s ability to continue as a going concern), given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

We have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above.

Statements contained in this prospectus regarding the contents of any contract or other document that is filed as an exhibit to the registration statement or any SEC filing incorporated by reference in the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement or any SEC filing incorporated by reference in the registration statement.

The registration statement and our SEC filings, including the documents referred to below under “Information Incorporated by Reference,” are also available on our website, www.luciddx.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below, all filings we make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after effectiveness of such registration statement and prior to the sale of all of the securities offered hereby:

Any statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any information that we file after the date of this prospectus with the SEC and incorporated by reference herein will automatically update and supersede the information contained in this prospectus and in any document previously incorporated by reference in this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.

We will provide you with a copy of the documents incorporated by reference in this prospectus, without charge, upon written or oral request directed to Lucid Diagnostics Inc., 360 Madison Avenue, 25^th Floor, New York, New York 10017, telephone number (917) 813-1828. You may also access the documents incorporated by reference as described under “Where You Can Find More Information.”

72,355,496 Shares

Lucid Diagnostics Inc.

Common Stock

PROSPECTUS

July 18, 2024