SEC Form SC 13D/A filed by Lucid Diagnostics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Lucid Diagnostics Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

54948X 109

(CUSIP Number)

Lishan Aklog, M.D.

Chairman and Chief Executive Officer, PAVmed Inc.

360 Madison Avenue, 25th Floor

New York, New York 10017

(917) 813-1828

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 26, 2024

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

This Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D filed on October 27, 2021, as previously amended by Amendment No.1 (“Amendment No. 1”) filed on December 2, 2022 (as amended to date, this “Schedule 13D”), is filed on behalf of PAVmed Inc., a Delaware corporation (the “Reporting Person”), with respect to the common stock, par value $0.001 per share (“Common Stock”), of Lucid Diagnostics Inc. (the “Issuer”). Except as modified or supplemented by this Amendment, the Schedule 13D as in effect prior to this Amendment remains unchanged. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule 13D as in effect prior to this Amendment.

(a) This statement is filed by the Reporting Person. All disclosures herein with respect to the Reporting Person are made only by the Reporting Person. Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party. The executive officers and directors of the Reporting Person are Lishan Aklog, M.D., Chairman and Chief Executive Officer, Dennis M. McGrath, President and Chief Financial Officer, Shaun O’Neil, Chief Operating Officer, Michael A. Gordon, General Counsel, Michael J. Glennon, Vice Chairman, and Tim Baxter, James L. Cox, M.D., Joan B. Harvey, Ronald M. Sparks, and Debra J. White, each a member of the board of directors (the “Principals”).

(b) The address of the principal office of the Reporting Person and the business address of each of the Principals is 360 Madison Avenue, 25^th Floor, New York, New York 10017.

(c) The Reporting Person is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors, including through the Issuer, a commercial-stage cancer prevention diagnostics company, and Veris Health Inc., a private digital health company focused on enhanced personalized cancer care through remote patient monitoring using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. . The Principals are the executive officers and directors of the Reporting Person. Dr. Aklog also serves as the Chairman and Chief Executive Officer of the Issuer, Mr. McGrath also serves as the Chief Financial Officer of the Issuer, Mr. O’Neil also serves as President and Chief Operating Officer of the Issuer, Mr. Gordon also serves as General Counsel of the Issuer, and Dr. Cox, Mr. Sparks and Ms. White also serve as members of the board of directors of the Issuer.

(d) None of the Reporting Person or the Principals has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Person or the Principals has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a Delaware corporation. Each of Dr. Aklog, Mr. McGrath, Mr. O’Neil, Mr. Gordon, Mr. Glennon, Mr. Baxter, Dr. Cox, Ms. Harvey and Mr. Sparks is a citizen of the United States. Ms. White is a citizen of the United Kingdom.

See Item 4 of this Schedule 13D, which information is incorporated herein by reference.

On January 31, 2023, the Issuer granted to each of Mr. Lapidus, Dr. Cox, Dr. Sokolov, Mr. Sparks and Ms. White a stock option to purchase 175,000 shares of the Common Stock at an exercise price of $1.31 per share, with each such stock option grant vesting: (i) one-third on December 31, 2023; and (ii) the remaining vesting ratably on a quarterly basis commencing March 31, 2024 with a final quarterly vesting date of December 31, 2025.

As previously disclosed, the Reporting Person and the Issuer (which is a majority owned subsidiary of the Reporting Person) are parties to a management services agreement (as amended to date, the “MSA”) and a payroll and benefit expense reimbursement agreement (the “PBERA”). Pursuant to these agreements, the Reporting Person provides management and oversight of certain of the Issuer’s activities, makes certain resources available to the Issuer, and pays certain payroll and benefit-related expenses in respect of the Issuer’s personnel on behalf of the Issuer. The Reporting Person may elect to receive payment of fees and reimbursement of expenses under such agreements in shares of Common Stock, subject to the terms of such agreements (including, in the case of the PBERA, subject to approval of the Issuer’s board of directors). In accordance with the MSA and the PBERA, on January 26, 2024, the Reporting Person elected to receive payment of $4,675,256 of fees and reimbursements accrued under the MSA and the PBERA during the period from October 1, 2022 through December 31, 2022, through the issuance of 3,331,771 shares of Common Stock.

The Reporting Person is the parent company of the Issuer and, with its ownership of approximately 72.2% of the outstanding shares of Common Stock, has the power to elect all of the directors of the Issuer and to control all matters that would require the vote of a majority of the outstanding shares of Common Stock of the Issuer. The Reporting Person or any of the Principals, respectively, may acquire additional securities of the Issuer and may retain or sell all or a portion of the securities then held in the open market or in privately negotiated transactions. Each of the Reporting Person and each of the Principals, respectively, intends to review its ownership of the Issuer on a continuing basis. Any actions the Reporting Person or any Principal might undertake with respect to the Common Stock may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments relating to the Reporting Person and/or Principal(s) and the Issuer.

As previously disclosed, the Reporting Person plans to distribute to its stockholders, by way of a special in-kind dividend, 3,331,771 of shares of Common Stock. The distribution is expected to occur on or prior to February 15, 2024.

Other than as described above, and except in accordance with its role as the parent company of the Issuer, the Reporting Person and Principals do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 47,999,075 shares of Common Stock outstanding as described on the cover page to this Amendment) are as follows:

Dr. Aklog beneficially owns 674,400 shares of Common Stock, representing 1.9% of the Common Stock. Mr. McGrath beneficially owns 657,733 shares of Common Stock, representing 1.9% of the Common Stock. Mr. O’Neil beneficially owns 153,333 shares of Common Stock, representing 0.4% of the Common Stock. Mr. Gordon beneficially owns 116,677 shares of Common Stock, representing 0.3% of the Common Stock. Dr. Cox beneficially owns 266,987 shares of Common Stock, representing 0.8% of the Common Stock. Mr. Sparks beneficially owns 182,327 shares of Common Stock, representing 0.5% of the Common Stock. Ms. White beneficially owns 98,333 shares of Common Stock, representing less than 0.3% of the Common Stock. Each of the foregoing Principals has sole power to vote and dispose of the Common Stock he or she beneficially owns.

(c) During the 60 days preceding the date of this report, the Reporting Person and the Principals effected the transactions described in Item 4 above.

(d) Not applicable.

(e) Not applicable.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.