Form 8-K

8-K — Lucid Diagnostics Inc.

Accession: 0001493152-26-022877

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001799011

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 14, 2026

LUCID

DIAGNOSTICS INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-40901

82-5488042

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

360

Madison Avenue, 25th

Floor, New

York, New

York

10017

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (917) 813-1828

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, Par Value

$0.001 Per Share

LUCD

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

May 14, 2026, Lucid Diagnostics Inc. (the “Company”) issued a press release announcing financial results for its fiscal

quarter ended March 31, 2026 and providing a business update. A copy of the press release is attached to this report as Exhibit 99.1

and is incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

The

disclosure set forth under Item 2.02 is incorporated herein by reference.

The

information furnished under Items 2.02 and 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).

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:

May 14, 2026

LUCID

DIAGNOSTICS INC.

By:

/s/

Dennis McGrath

Dennis

McGrath

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Lucid

Diagnostics Provides Business Update and Reports First Quarter 2026 Financial Results

Processed

3,177 EsoGuard® tests and recognized 1Q26 revenue of $1.3 million, ending quarter with $45 million in proforma

cash and a runway that extends into 2027 and past upcoming reimbursement milestones

Conference

call and webcast to be held today, May 14, at 8:30 AM EDT

NEW

YORK, May 14, 2026 - Lucid Diagnostics Inc. (Nasdaq: LUCD) (“Lucid” or the “Company”) a commercial-stage,

cancer prevention medical diagnostics company, and subsidiary of PAVmed Inc. (Nasdaq: PAVM) (“PAVmed”), today provided a

business update for the Company and reported financial results for the first quarter ended March 31, 2026.

Conference

Call and Webcast

The

webcast will take place on Thursday, May 14, 2026, at 8:30 AM and will be accessible in the investor relations section of the Company’s

website at luciddx.com. Alternatively, to access the conference call by telephone, U.S.-based callers should dial 1-800-836-8184

and international listeners should dial 1-646-357-8785. All listeners should provide the operator with the conference call name “Lucid

Diagnostics Business Update” to join.

Following

the conclusion of the conference call, a replay will be available for 30 days on the investor relations section of the Company’s

website at luciddx.com.

Business

Highlights

“Securing

Medicare coverage remains our most important pending milestone, and our confidence in a positive outcome has not wavered,”

said Lishan Aklog, M.D., Lucid’s Chairman and Chief Executive Officer. “We continue to build commercial momentum

for EsoGuard by generating consistent demand, progressing our Medicare and VA targeting efforts, and expanding engagement

with health systems and commercial payors. Together with our strengthened balance sheet, these initiatives have us well-positioned

to convert EsoGuard demand to revenue and further accelerate commercialization as Medicare and other key reimbursement milestones are

achieved.”

Highlights

from the first quarter and recent weeks:

●

Processed

3,177 EsoGuard® Esophageal DNA Tests in 1Q26.

●

Recognized

$1.3 million in EsoGuard revenue for 1Q26.

●

Strengthened

balance sheet with underwritten public offering of common stock, netting approximately $17 million in proceeds; ended

1Q26 with $45 million in proforma cash, extending runway into 2027.

●

Strong

presence at Digestive Disease Week (DDW),

which included multiple EsoGuard abstracts, extensive engagement with the gastroenterology community, and a preview of a major

upcoming clinical practice guideline update recommending EsoGuard and EsoCheck® as the only non-endoscopic

test with high certainty of evidence.

Financial

Results

●

For

the three months ended March 31, 2026, EsoGuard related revenues were $1.3 million. Operating expenses were approximately $13.4 million,

which included stock-based compensation expenses of $1.4 million. GAAP net loss attributable to common stockholders was approximately

$23.6 million, inclusive of a deemed Preferred Stock dividend of $9.7 million or $(0.17) per common share.

●

shown below and for the purpose of illustrating the effect of stock-based compensation and other non-cash income and expenses on

the Company’s financial results, the Company’s non-GAAP adjusted loss for the three months ended March 31, 2026 was approximately

$10.5 million or $(0.07) per common share.

●

Lucid

had cash and cash equivalents of $27.9 million as of March 31, 2026, compared to $34.7 million as of December 31, 2025.

●

The

unaudited financial results for the three months ended March 31, 2026, were filed with the SEC on Form 10-Q on May 13, 2026, and

available at www.luciddx.com or www.sec.gov.

Lucid

Non-GAAP Measures

●

supplement our unaudited financial results presented in accordance with U.S. generally accepted accounting principles (GAAP), management

provides certain non-GAAP financial measures of the Company’s financial results. These non-GAAP financial measures include

net loss before interest, taxes, depreciation, and amortization (EBITDA), and non-GAAP adjusted loss, which further adjusts EBITDA

for stock-based compensation expense and other non-cash income and expenses, if any. The foregoing non-GAAP financial measures of

EBITDA and non-GAAP adjusted loss are not recognized terms under U.S. GAAP.

●

Non-GAAP

financial measures are presented with the intent of providing greater transparency to the information used by us in our financial

performance analysis and operational decision-making. We believe these non-GAAP financial measures provide meaningful information

to assist investors, shareholders, and other readers of our unaudited financial statements in making comparisons to our historical

financial results and analyzing the underlying performance of our results of operations. These non-GAAP financial measures are not

intended to be, and should not be, a substitute for, considered superior to, considered separately from, or as an alternative to,

the most directly comparable GAAP financial measures.

●

Non-GAAP

financial measures are provided to enhance readers’ overall understanding of our current financial results and to provide further

information for comparative purposes. Management believes the non-GAAP financial measures provide useful information to management

and investors by isolating certain expenses, gains, and losses that may not be indicative of our core operating results and business

outlook. Specifically, the non-GAAP financial measures include non-GAAP adjusted loss, and its presentation is intended to help the

reader understand the effect of the loss on the issuance or modification of convertible securities, the periodic change in fair value

of convertible securities, the loss on debt extinguishment, and the corresponding accounting for non-cash charges on financial performance.

In addition, management believes non-GAAP financial measures enhance the comparability of results against prior periods.

●

reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures included in this press release for

the three months ended March 31, 2026, and 2025 are as follows:

(in thousands except per-share amounts)

For the three months ended

March 31,

2026

2025

Revenue

$ 1,256

$ 828

Operating expenses

13,370

13,315

Other (Income) expense, net

1,795

14,421

Net Loss

(13,909 )

(26,908 )

Net income (loss) per common share, basic and diluted

$ (0.17 )

$ (0.52 )

Net loss attributable to common stockholders

(23,628 )

(36,018 )

Preferred Stock dividends

9,719

9,110

Net income (loss) as reported

(13,909 )

(26,908 )

Adjustments:

Depreciation and amortization expense1

222

221

Interest expense, net2

(64 )

(57 )

EBITDA

(13,751 )

(26,744 )

Other non-cash or financing related expenses:

Stock-based compensation expense3

1,411

1,030

Operating expenses issued in stock1

Change in FV convertible debt2

1,859

14,478

Non-GAAP adjusted (loss)

$ (10,452 )

$ (11,162 )

Basic and Diluted shares outstanding

140,097

68,796

Non-GAAP adjusted (loss) income per share

$ (0.07 )

$ (0.16 )

Included in general and administrative expenses in the financial statements.

Included in other income and expenses.

Stock-based compensation (“SBC”) expense included in operating expenses is detailed as follows in the table below by

category within operating expenses for the non-GAAP Net operating expenses:

(in thousands except per-share amounts)

For the three

months ended

March 31,

2026

2025

Cost of revenues

$ 1,625

$ 1,551

Stock-based compensation expense3

(114 )

(71 )

Net cost of revenues

1,511

1,480

Amortization of intangible assets

105

Sales and marketing

5,002

4,069

Stock-based compensation expense3

(255 )

(239 )

Net sales and marketing

4,747

3,830

General and administrative

5,432

6,162

Depreciation expense

(117 )

(116 )

Operating expenses issued in stock

(29 )

(74 )

Stock-based compensation expense3

(907 )

(601 )

Net general and administrative

4,379

5,371

Research and development

1,206

1,428

Stock-based compensation expense3

(135 )

(119 )

Net research and development

1,071

1,309

Total operating expenses

13,370

13,315

Depreciation and amortization expense

(222 )

(221 )

Operating expenses issued in stock

(29 )

(74 )

Stock-based compensation expense3

(1,411 )

(1,030 )

Net operating expenses

$ 11,708

$ 11,990

About

Lucid Diagnostics

Lucid

Diagnostics Inc. is a commercial-stage, cancer prevention medical diagnostics company, and subsidiary of PAVmed Inc. Lucid is focused

on the millions of patients with GERD, also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer.

Lucid’s EsoGuard® Esophageal DNA Test, performed on samples collected in a brief, noninvasive office procedure with

its EsoCheck® Esophageal Cell Collection Device - the first and only commercially available tools designed with the goal

of preventing esophageal cancer and cancer deaths through widespread, early detection of esophageal precancer in at-risk patients.

For

more information, please visit luciddx.com and for more information about its parent company PAVmed, please visit pavmed.com.

Forward-Looking

Statements

This

press release includes forward-looking statements that involve risk and uncertainties. Forward-looking statements are any statements

that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of Lucid Diagnostics’

management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Risks

and uncertainties that may cause such differences include, among other things, volatility in the price of Lucid Diagnostics’ common

stock; general economic and market conditions; the uncertainties inherent in research and development, including the cost and time required

to advance Lucid Diagnostics’ products to regulatory submission; whether regulatory authorities will be satisfied with the design

of and results from Lucid Diagnostics’ clinical and preclinical studies; whether and when Lucid Diagnostics’ products are

cleared by regulatory authorities; market acceptance of Lucid Diagnostics’ products once cleared and commercialized; Lucid Diagnostics’

ability to raise additional funding as needed; and other competitive developments. These factors are difficult or impossible to predict

accurately and many of them are beyond Lucid Diagnostics’ control. In addition, new risks and uncertainties may arise from time

to time and are difficult to predict. For a further list and description of these and other important risks and uncertainties that may

affect Lucid Diagnostics’ future operations, see Part I, Item 1A, “Risk Factors,” in Lucid Diagnostics’ most

recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as the same may be updated in Part II, Item 1A,

“Risk Factors” in any Quarterly Report on Form 10-Q filed by Lucid Diagnostics after its most recent Annual Report. Lucid

Diagnostics disclaims any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in

its expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood

that actual results will differ from those contained in the forward-looking statements.

Investor

and Media Contact

Matt

Riley

Vice

President, Investor Relations

PAVmed

and Lucid Diagnostics

mjr@pavmed.com

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