Lucid Diagnostics Inc.

(amounts in these accompanying notes are presented in thousands, except number of shares and per-share amounts.)

Note1 — The Company

Description of the Business

Lucid Diagnostics Inc. (“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage, cancer prevention medical diagnostics company. Lucid is focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”). Lucid is a non-consolidated subsidiary of PAVmed Inc. (“PAVmed”).

EsoGuard is a bisulfite-converted next-generation sequencing ("NGS") DNA assay performed on surface esophageal cells collected with EsoCheck. Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS DNA assay.

EsoCheck is an FDA510(k) cleared and CE Mark certified noninvasive swallowable balloon capsule catheter device designed for in-office targeted sampling of surface esophageal cells in a less than atwo minute long office procedure. It consists of a vitamin sized semi-rigid plastic capsule tethered to a thin silicone catheter from which a soft inflatable silicone balloon with textured ridges emerges to gently swab surface esophageal cells. When suction is applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal.

EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”). EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and BE, including dysplastic BE, and related precursors to EAC in patients with chronic GERD.

Note2 — Liquidity and Going Concern

The Company’s management is required to assess an entity’s ability to continue as a going concern withinone year of the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity willnot meet its financial obligations withinone year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due withinone year after the date the financial statements are issued.

The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company generated $4.7 million of revenue for the year ended* December 31, 2025*, however the Company expects to continue to experience recurring losses and to generate negative cash flows from operating activities in the near future.

The Company incurred a net loss attributable to its common stockholders of approximately $70.6 million and had net cash flows used in operating activities of approximately $46.5 million for the year ended* December 31, 2025*. As of* December 31, 2025*, the Company had working capital of approximately $8.9 million, with such working capital inclusive of the2024 Convertible Notes (as defined below) classified as a current liability of approximately $24.0 million and approximately $34.7 million of cash.

The Company’s ability to continue operations12 months beyond the issuance of the financial statements, will depend upon generating substantial revenue that is conditioned upon obtaining positivethird-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, and increasing revenue through cash pay and contracted revenue programs that target, among others, concierge medicine practices and self-insured employers, and on its ability to raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date the accompanying consolidated financial statements are issued.

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Note3 — Summary of Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc. and CapNostics LLC. All intercompany transactions and balances have been eliminated in consolidation. The Company is a non-consolidated subsidiary of PAVmed, which has the ability to exercise significant influence over the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, ifnot otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

Use of Estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated of fair value of debt obligations, stock-based equity awards, and intangible assets. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, revenue recognition requires management to make significant estimates related to variable consideration in customer contracts and the determination of the amount of such consideration that isnot constrained. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods* may*be affected by changes in these estimates.

Cash

The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits* mayexceed federally insured limits. The Company hasnot* experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits.

Offering Costs

Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option isnot elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs.

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Revenue Recognition

Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’sthird-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelatedthird party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC606, Revenue from Contracts with Customers, the Company performs the followingfive steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The key aspects considered by the Company include the following:

Contracts—The Company’s customer is primarily the patient, but the Company doesnot enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.

Performance obligations—A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less thanone year.

Transaction price—The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf ofthird parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer* may*include fixed amounts, variable amounts, or both.

If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that isnot subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved.

When the Company doesnot have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration* mayresult inno* revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable considerationnot subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience.

Allocate transaction price—The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service.

Practical Expedients—The Company doesnot adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to beone year or less.

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Inventory

The Company carries test supply inventories to support our laboratory activities. The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used.

Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred.

Leases

The Company adopted FASB ASC Topic842, Leases, (“ASC842”) effective* December 31, 2021.All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC842,* wherein, if the contractual arrangement: involves the use of a distinct identified asset; provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period; and provides for the right to direct the use of the asset. A lease agreement is accounted for as either a finance lease or an operating lease. Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease.

The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate isnot known nor determinable), with interest expense recognized using the interest method for financing leases.

Certain leases* mayinclude options to extend or terminate the agreement. The Company doesnot* assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. Also, an option to terminate is considered unless it is reasonably certain the Company willnot exercise the option. The Company elected the practical expedient tonot recognize a lease ROU asset and lease payment liability for leases with a term oftwelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. Additionally, the Company elected the practical expedient tonot separate lease and non-lease components.

Intangible Assets

Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note9, Intangible Assets, net, for further information with respect to purchased intangible assets.

Impairment - Long Lived Assets

The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets* may**not* be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation.

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Stock-Based Compensation

Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employee consultants, under each of the Lucid Diagnostics2018 Equity Plan and the PAVmed2014 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic718, Stock Compensation (“ASC718”).

The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed2014 Equity Plan and the Lucid Diagnostics2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows:

The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics2018 Equity Plan is its quoted closing price per share.

The price per share of PAVmed common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed2014 Equity Plan is its quoted closing price per share.

Financial Instruments Fair Value Measurements

FASB ASC Topic820, Fair Value Measurement, (ASC820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

As of* December 31, 2025and2024*, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

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Fair Value Option (“FVO”) Election

Under a Securities Purchase Agreement dated* March 13, 2023,the Company issued a Senior Secured Convertible Note dated March 21, 2023,referred to herein as the “March 2023*Senior Convertible Note”, which was accounted under the “fair value option election” as discussed below.

Under a Securities Purchase Agreement dated* November 12, 2024,the Company issued Senior Secured Convertible Notes dated November 22, 2024,referred to herein as the“2024* Convertible Notes”, which are accounted under the “fair value option election” as discussed below.

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic815, Derivative and Hedging, (“ASC815”), a financial instrument containing embedded features and/or options* may*be required to be bifurcated from the financial instrument host and recognized as separate derivative asset or liability, with the bifurcated derivative asset or liability initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date.

Alternatively, FASB ASC Topic825, Financial Instruments, (“ASC825”) provides for the “fair value option” (“FVO”) election. In this regard, ASC825-10-15-4 provides for the FVO election (to the extentnot otherwise prohibited by ASC825-10-15-5) to be afforded to financial instruments, wherein the financial instrument is initially measured at estimated fair value as of the transaction issue date and then subsequently remeasured at estimated fair value as of each reporting period balance sheet date, with changes in the estimated fair value recognized as other income (expense) in the statement of operations. The estimated fair value adjustment of the* March 2023Senior Convertible Note and the2024* Convertible Note, including the component related to accrued interest, is presented in a single line item within other income (expense) in the accompanying consolidated statement of operations (as provided for by ASC825-10-50-30(b)). Further, as required by ASC825-10-45-5, to the extent a portion of the fair value adjustment is attributed to a change in the instrument-specific credit risk, such portion would be recognized as a component of other comprehensive income (“OCI”) (for which there wasno such adjustment with respect to the* March 2023Senior Convertible Note and the2024* Convertible Notes).

See Note12, Financial Instruments Fair Value Measurements, with respect to the FVO election; and Note13, Debt, for a discussion of the* March 2023Senior Convertible Note and the2024* Convertible Notes.

Research and Development Expenses

Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers.

Patent Costs and Purchased Patent License Rights

Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “general and administrative” expenses in the accompanying consolidated statements of operations.

The Company has entered into agreements withthird parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company* maybe obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume, which is included in cost of revenues in the accompanying consolidated statements of operations. In accordance with the FASB Accounting Standard Codification (“ASC”) Topic730,* “Research and Development”, (“ASC730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with productsnot yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated.

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Income Taxes

The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic740, Income Taxes, ("ASC740"). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes.

Under ASC740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset willnot be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets willnot be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of* December 31, 2025and2024*.

The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than50% likelihood of being realized upon ultimate settlement. As of* December 31, 2025*, the Company doesnot have any unrecognized tax benefits resulting from uncertain tax positions.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There wereno amounts accrued for penalties or interest as of* December 31, 2025* and* December 31, 2024* or recognized during the years ended* December 31, 2025and2024*. The Company isnot aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position.

Net Loss Per Share

The net loss per share is computed by dividing each respective net loss by the number of “basic weighted average common shares outstanding” and “diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible debt, convertible preferred stock, stock options and unvested restricted stock awards granted under the Lucid Diagnostics2018 Long-Term Incentive Equity Plan.

Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share for each reporting period presented.

JOBS Act EGC Accounting Election

The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, willnot be subject to the same new or revised accounting standards as public companies who arenot an EGC.

F-14

Recently Adopted Accounting Pronouncements

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic740)—Improvements to Income Tax Disclosures (“ASU2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU2023-09 is effective for the Company prospectively to all annual periods beginning after* December 15, 2024.Early adoption is permitted. The guidance was adopted by the Company effective January 1, 2025,on a prospective basis. The adoption of this standard didnot* have a material impact on the Company's consolidated financial statements, but resulted in new or expanded disclosures upon adoption. Refer to Note16, Income Taxes for further information.

Recent Accounting Standards UpdatesNot Yet Adopted

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses. This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that arenot separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update* maybe applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026,and interim reporting periods beginning after December 15, 2027.*Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In* October 2023,the FASB issued ASUNo.* 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in ReleaseNo. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC hasnot removed the related disclosure from its regulations by* June 30, 2027,the amendments will be removed from the Codification andnot* become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact this update will have on its consolidated financial statements and disclosures.

Note4 — Revenue from Contracts with Customers

Revenue Recognized

In the year ended* December 31, 2025*, the Company recognized revenue of $4,706, resulting from the delivery of patient EsoGuard test results. Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited to the unconstrained portion of the variable consideration. The Company’s revenue for the year ended* December**31,* 2024 was $4,346, resulting from the delivery of patient EsoGuard test results.

Cost of Revenue

The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

In the year ended* December 31, 2025*, the cost of revenue was $6,670, primarily related to costs for our laboratory operations and EsoCheck device supplies. The Company’s cost of revenue for the year ended* December**31,* 2024 was $7,099, primarily related to costs for our laboratory operations and EsoCheck device supplies.

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Note5 — Related Party Transactions

The aggregate Due To: PAVmed Inc. for the period indicated is summarized as follows:

PAVmed - Management Services Agreement

The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed. The MSA* maybe terminated by the Company’s board of directors at any time. The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and PAVmed. The monthly fee due from the Company to PAVmed is $1,050 which became effective on July 1, 2024.In December 2025,PAVmed and the Company were authorized by their respective boards of directors to enter, and they did enter, into atenth* amendment to the MSA. Under this amendment, the monthly fee due from the Company to PAVmed for* December 2025*was increased from $1,050 to $2,277 (such increased amount reflects certain PAVmed employee-related costs in respect of services they performed for the benefit of the Company under the MSA).

On* January 26, 2024,*PAVmed elected to receive payment of $4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock.

The MSA Fee expense classification in the consolidated statement of operations for the periods noted is as follows:

The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses. In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, and other employees and activities classified as general and administrative.

Transfer of Intellectual Property from PAVmed

On* September 27, 2024,*the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent rights to the Company related to the EsoCheck device. In consideration of the assignment the Company agreed to pay PAVmed a $350 assignment fee.

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Note6 — Prepaid Expenses, Deposits, and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of:

Note7 — Fixed Assets

Fixed assets, less accumulated depreciation, consisted of the following as of:

Depreciation expense of $451 and $479 for the years ended* December 31, 2025and2024*, respectively, is included in general and administrative expenses in the accompanying consolidated statements of operations.

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Note8 — Leases

The components of lease expense were as follows:

The Company’s future lease payments as of* December 31, 2025*, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows:

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:

As of* December 31, 2025* and* December 31, 2024*, the Company’s right-of-use assets from operating leases were $1,806 and $2,637, respectively, which are reported in operating lease right-of-use assets in the consolidated balance sheets. As of* December 31, 2025* and* December 31, 2024*, the Company had outstanding operating lease obligations of $1,820 and $2,654, respectively, of which $893 and $854, respectively, are reported in operating lease liabilities, current portion and $927 and $1,800, respectively, are reported in operating lease liabilities less current portion in the Company’s consolidated balance sheets. The Company calculates its incremental borrowing rates for specific lease terms, as a function of the financing terms the Company would likely receive on the open market.

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Note9 — Intangible Assets, net

Intangible assets, less accumulated amortization, consisted of the following as of:

Amortization expense of the intangible assets discussed above was $421 and $688 for the years ended* December 31, 2025and2024*, respectively, and is included in amortization of acquired intangible assets in the accompanying consolidated statements of operations. As of* December 31, 2025*, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of thefive succeeding fiscal years is as follows:

Note10 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following items as of:

Note11 — Commitment and Contingencies

Other Matters

In the ordinary course of Lucid’s business, particularly as it begins commercialization of its products, the Company* maybe subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which mayarise from time to time. The Company isnot* aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company* mayin the future incur judgments or enter into settlements of claims which may*have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.

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Note12 — Financial Instruments Fair Value Measurements

Recurring Fair Value Measurements

The fair value hierarchy table for the reporting date noted is as follows:

As discussed in Note13, Debt, the Company issued Senior Secured Convertible Notes dated* November 22, 2024with a $21.975 million face value principal (“2024* Convertible Notes”). The convertible notes are accounted for under the fair value option (“FVO”) election, wherein, the financial instruments are initially measured at their issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

The estimated fair value of the financial instruments classified within the Level3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

The estimated fair value of the2024 Convertible Notes as of each* December 31, 2025and December 31, 2024*was computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:

The estimated fair values reported utilized the Company’s common stock price along with certain Level3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the volatility of similar entities within the medical device industry. Changes in these assumptions can materially affect the estimated fair values.

F-20

Note13 — Debt

The fair value and face value principal outstanding of the2024 Convertible Notes as of the dates indicated are as follows:

The changes in the fair value of debt during the year ended* December 31, 2025* is as follows:

The changes in the fair value of debt during the year ended* December 31, 2024* is as follows:

F-21

**Note13 — Debt - continued

** March 2023Senior Secured Convertible Note

Lucid Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated* March 13, 2023,*with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to purchase, an aggregate of $11.1 million face value principal of debt.

In the year ended* December 31, 2024*, approximately $8,365 of principal repayments along with approximately $912 of interest expense thereon, were settled through the issuance of 13,866,867 shares of common stock of the Company, with such shares having a fair value of approximately $13,482 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). The conversions resulted in debt extinguishment losses of $4,205 in the year ended* December 31, 2024*. In addition to principal payments through conversions, in* November 2024,the Company redeemed the March 2023Senior Convertible Note for $3,616, which included an additional $962 of debt extinguishment loss in the year ended December 31, 2024*.

** November 2024Senior Convertible Note

On* November 22, 2024,the Company closed on the sale of $21.975 million in principal amount of Senior Secured Convertible Notes (collectively, the“2024* Convertible Notes”), in a private placement, to certain accredited investors (the*“2024* Note Investors”). The sale of the2024 Convertible Notes was completed pursuant to the terms of that certain Securities Purchase Agreement, dated as of* November 12, 2024 (the“2024* SPA”), between the Company and the2024 Note Investors. The Company realized gross proceeds of $21.975 million and, after giving effect to the repayment in full of the* March 2023Senior Convertible Note, net proceeds of $18.3 million from the sale of the2024* Convertible Notes.

The material terms of the2024 Convertible Notes, upon issuance, are as follows:

Each2024 Convertible Note has a 12.0% annual stated interest rate, a contractual maturity date offive years from the date of issuance, and a contractual conversion price of $1.00 per share of the Company’s common stock (subject to (i) in the event of certain issuances of additional securities by the Company at a price per share less than the then applicable conversion price, adjustment to such lower price per share, and (ii) customary proportionate adjustment upon any stock split, stock dividend, stock combination, recapitalization or other similar transaction). The Company held a stockholder meeting on* June 18, 2025*at which the stockholders approved the issuance of the shares issuable upon conversion of the Notes in excess of any primary market limitations.

The principal of the2024 Convertible Notes doesnot amortize in installments over the term of the notes. The entire principal amount of the notes is due on the maturity date. The accrued interest on the2024 Convertible Notes is paid quarterly in cash or, at the election of the holder, shares of the Company’s common stock, at a price based on the then current market price.

F-22

**Note13 — Debt - continued

Each2024 Convertible Note is convertible into shares of the Company’s common stock at the holder’s election at any time and from time to time after the6-month anniversary of issuance. In addition, each2024 Convertible Note converts into shares of the Company’s common stock, subject to customary beneficial ownership and primary market limitations, (i) at the election of the holder upon the consummation by the Company of certain fundamental transactions (in which case all interest that would have accrued through maturity would also convert into shares of the Company’s common stock), or (ii) at the Company’s election at any time after thesix-month anniversary of the issuance of such note, upon written notice given to the holder thereof, if the VWAP of the Company’s common stock has been at least $10.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of any 30 consecutive trading days. The Company isnot permitted to voluntarily repurchase, redeem or prepay any2024 Convertible Note, other than during the last6 months prior to maturity thereof.

The2024 Convertible Notes are secured by a lien on all the Company’s present and future tangible and intangible property and assets.

The2024 Convertible Notes are subject to acceleration upon consummation of a fundamental transaction, upon default of the Case Western Reserve University Amended and Restated License Agreement, upon failure to obtain a positive Medicare coverage decision with respect to its EsoGuard product by the18-month anniversary of issuance, and upon certain other customary events of default. Upon default the interest rate would increase to 18%.

Under the2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, and the consummation of fundamental transactions where the aggregate consideration payable in respect thereof, as determined on a per share of the Company’s common stock basis, has a fair market value that is less than $1.50, among other customary matters. Under the2024 Convertible Notes, the Company is subject to a financial covenant requiring that the amount of its available cash equal or exceed $5.0 million at all times that at least 25% of the principal amount of2024 Convertible Notes issued are outstanding. The Company was in compliance with all covenants as of* December 31, 2025*.

Certain of the investors in the purchase and sale of the2024 Convertible Notes have the collective right to designateone individual to be appointed to the Company’s board of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate governance committee.

The Company filed a resale registration statement on Form S-3 RegistrationNo. 333-287496 effective* May 30, 2025covering the resale of all shares of the Company’s common stock issuable upon conversion of the2024* Convertible Notes.

Note14 — Stock-Based Compensation

Lucid Diagnostics2018* Long-Term Incentive Equity Plan*

The Lucid Diagnostics Inc.2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics2018 Equity Plan”) is separate and apart from the PAVmed2014 Equity Plan discussed below. The Lucid Diagnostics2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that* maybe granted under the Lucid Diagnostics2018* Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee.

A total of 18,342,201 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics2018 Equity Plan, with 557,412 shares available for grant as of* December 31, 2025*. The share reservation isnot diminished by a total of 523,300 stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics2018 Equity Plan, as of* December 31, 2025*. In* January 2026,*the number of shares available for grant was increased by 8,260,980 in accordance with the evergreen provisions of the plan.

F-23

Lucid Diagnostics Stock Options

Lucid Diagnostics stock options granted under the Lucid Diagnostics2018 Equity Plan and stock options granted outside such plan are summarized as follows:

On* February 20, 2025,the Company granted 1,321,000 stock options to employees and directors under the Lucid Diagnostics Inc2018* Equity Plan with a weighted average exercise price of $1.49. Each option will vestone-third afterone year then ratably over the nexteight quarters.

Subsequent to* December 31, 2025*, on* February 20,2026, the Company granted 2,161,000 stock options to employees under the Lucid Diagnostics Inc2018 Equity Plan with a weighted average exercise price of $1.36. Each option will vestone-third on December 31,*2026 and then ratably over the nexteight quarters.

F-24

Lucid Diagnostics Restricted Stock Awards

Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

On* February 20, 2025,a total of 2,686,000 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics2018* Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $4.0 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The vesting of the restricted stock awards vest on a single vest date of* May 20, 2028.The restricted stock awards are subject to forfeiture if the requisite service period isnot* completed.

Subsequent to* December 31, 2025*, on* February 20,2026, a total of 5,746,000 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $7.8 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The vesting of the restricted stock awards vest on a single vest date of May 20, 2029.The restricted stock awards are subject to forfeiture if the requisite service period isnot* completed.

PAVmed Inc.2014 Equity Plan

The PAVmed2014 Long-Term Incentive Equity Plan (the “PAVmed2014 Equity Plan”), is separate and apart from the Lucid Diagnostics2018 Equity Plan (as such equity plan is discussed above).

F-25

Stock-Based Compensation Expense

The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics2018 Equity Plan and the PAVmed2014 Equity Plan, for the periods indicated, was as follows:

The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed2014 Equity Plan to the physician inventors.

As of* December 31, 2025*, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics2018 Equity Plan and the PAVmed2014 Equity Plan, as discussed above, is as follows:

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.86 per share and $0.79 per share during the years ended* December 31, 2025and2024*, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

F-26

Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”)

A total of 203,051 shares and 511,884 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $141 and $353 on* March 31, 2025and2024,* respectively, under the Lucid ESPP. A total of 152,408 and 136,056 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $131 and $94 on* September 30, 2025and2024,* respectively, under the Lucid ESPP. The Lucid ESPP has a total reservation of 2,500,000 shares of common stock of which 904,371 shares are available for issue as of* December 31, 2025*. In* January**2026*, the number of shares available for issue was increased by 1,000,000 in accordance with the evergreen provisions of the plan.

Note15 — Stockholders’** Equity**

Series B Preferred Stock Offering and Exchange

As of* December 31, 2025* and* December 31, 2024,*there were 44,140 and 44,285 shares, respectively, of Series B Preferred Stock, classified in permanent equity, issued and outstanding.

On* March 13, 2024,*the Company 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 newly designated Series B Convertible Preferred Stock, par value $0.001 per share (the “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 Lucid Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and 10,670 shares of Lucid 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, the Company 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. Each share of the Series B Preferred Stock has a stated value of $1,000 and a conversion price of $1.2444. The aggregate gross proceeds of these transactions were $18.2 million (inclusive of $5.7 million of aggregate gross proceeds from the sale of the Series A-1 Preferred Stock that was immediately exchanged for Series B Preferred Stock in the transactions).

Each holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on* March 13, 2025equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder on March 13, 2025,and (ii) was entitled to receive, and did receive, a dividend on March 13, 2026equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder on March 13, 2026.The Company issued in the aggregate 7,117,463 common shares, with such shares having a fair value of approximately $9.1 million at the time of issuance, in satisfaction of the March 13, 2025Series B Preferred Stock dividend. Subsequent to December 31, 2025,on March 13, 2026,the Company issued in the aggregate 7,094,159 common shares, with such shares having a fair value of approximately $9.7 million at the time of issuance, in satisfaction of the March 13, 2026*Series B Preferred Stock dividend.

On* September 3, 2025,*an investor of the Series B Preferred Stock converted 145 shares of Series B Preferred Stock at the stated conversion price of $1.2444 for 116,523 shares of the Company’s common stock.

Subsequent to* December 31, 2025,in March 2026,*on or about the mandatory conversion date for the Series B Preferred Stock, the Company issued 29,270,685 shares of common stock to the holders of the Series B Preferred Stock, including 7,094,159 shares in payment of the earned dividend, to satisfy its contractual obligations in accordance with the Certificate of Designation of those securities. As a result of the application of the beneficial ownership limitations in such Certificate of Designations,13,294,267 shares of common stock otherwise issuable upon conversion of the Series B Preferred Stock are held in abeyance until such time that they can be issued without exceeding any such limitations. As of the mandatory conversion date, there wereno Series B Convertible Preferred stock outstanding.

In connection with the issuance, the Company 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 “Certificate of Designation”). The key terms of the Series B Preferred Stock were as follows:

Each share of Series B Preferred Stock was convertible at the option of the holder, subject to certain beneficial ownership limitations into such number of shares of the Company’s common stock, equal to the number of Series B Preferred Shares 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 was $1.2444, subject to adjustment in the event of stock splits, stock dividends, and similar transactions. The Series B Preferred Stock was convertible into shares of our common stock at any time at the option of the holder from and after thesix-month anniversary of its issuance, and automatically converted into shares of our common stock on* March 13, 2026 (with 13,294,267 shares of our common stock issuable on conversion held in abeyance in accordance with the applicable beneficial ownership limitations), thesecond* anniversary of its issuance at a conversion price of $1.2444, and the Series B Preferred Stock was a voting security (subject to applicable ownership limitations). In addition, the Series B Preferred Stock issued in exchange for Series A Preferred Stock and Series A-1 Preferred Stock could have been converted, at the election of the Company at any time after thesix-month anniversary of the issuance of such shares of Series B Preferred Stock, upon written notice given to the holders of such shares, if the volume weight average price of our common stock had been at least $8.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on20 out of30 consecutive trading days ending within15 trading days prior to the date on which such notice is given (subject to certain limited exceptions) (a “VWAP-Based Mandatory Conversion”).

F-27

The Series B Preferred Stock was senior to the Common Stock and any other class of the Company’s capital stock that wasnot by its terms senior to or pari passu with the Series B Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined in the Certificate of Designation), the holders of shares of Series B Preferred Stock then outstanding would have been entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of 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 Series B Preferred Stock been converted into Common Stock immediately prior to such event.

The Series B Preferred Stock is a voting security (subject to applicable ownership limitations).

The Company couldnot effect any conversion of the Series B Preferred Stock, and a holder wouldnot have the right to receive dividends or convert any portion of the Series B 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 the Company’s outstanding common stock (or, upon election of the holder,9.99% of the Company’s outstanding common stock).

The Company and the investors in the offering also executed a registration rights agreement (the “Series B Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series B Preferred Stock. The Company filed such registration statement on Form S-3 with the SEC (file number333-280650), which filing became effective on* July 18, 2024,*covering the resale of the shares of Common Stock issuable pursuant to the Series B and Series B-1 Preferred Stock.

Series B-1 Preferred Stock Offering

As of* December 31, 2025* and* December 31, 2024,*there were 10,134 shares of Series B-1 Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

On* May 6, 2024,the Company issued approximately 11,634 shares of newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred Stock”). The terms of the Series B-1 Preferred Stock are substantially identical to the terms of the Series B Preferred Stock, except that the Series B-1 Preferred Stock has a conversion price of $0.7228 and isnot* subject to a VWAP-Based Mandatory Conversion. The aggregate gross proceeds from the sale of shares in such offering were $11.6 million.

Each holder of Series B-1 Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about* May 6, 2025equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock then held by such holder on May 6, 2025,and (ii) will be entitled to receive a dividend on or about May 6, 2026equal to a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock then held by such holder on May 6, 2026.A holder that voluntarily converts its Series B-1 Preferred Stock prior to May 6, 2026willnot* receive the dividend that accrues on such date with respect to such converted Series B-1 Preferred Stock. The holders of the Series B-1 Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. The Company issued in the aggregate 2,803,960 common shares, with such shares having a fair value of approximately $3.5 million at the time of issuance, in satisfaction of the* May 6, 2025*Series B-1 Preferred Stock dividend.

In the year ended* December 31, 2024,*investors of the Series B-1 Preferred Stock converted 1,500 shares of Series B-1 Preferred Stock at the agreed upon conversion price of $0.7228 for 2,075,263 shares of the Company’s common stock.

Series A Preferred Stock Offering

On* March 7, 2023,the Company issued 13,625 shares of newly designated Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The terms of the Series A Preferred Stock were substantially identical to the terms of the Series B-1 Preferred Stock, except that the Series A Preferred Stock had a conversion price of $1.394 and wasnot* a voting security. The aggregate gross proceeds from the sale of shares in such offering were $13.6 million.

On* March 13, 2024,*100% of the then-outstanding shares of Series A Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange. As a result, no shares of Series A Preferred Stock remain outstanding.

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Series A-1 Preferred Stock Offering

On* October 17, 2023,*the Company issued 5,000 shares of newly designated Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”). The terms of the Series A-1 Preferred Stock were substantially identical to the terms of the Series A Preferred Stock, except that the Series A-1 Preferred Stock has a conversion price of $1.2592. The aggregate gross proceeds from the sale of shares in such offering were $5.0 million.

On* March 13, 2024,*the Company issued an additional 5,670 shares of Series A-1 Preferred Stock.

As noted above, on* March 13, 2024,*100% of the then-outstanding shares of Series A-1 Preferred Stock were exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange. As a result, no shares of Series A-1 Preferred Stock remain outstanding.

Deemed Dividend on Series A and Series A-1 Convertible Preferred Stock Exchange Offer

The fair value of the consideration given in the form of the issue of 31,790 shares of Series B Convertible Preferred Stock, with such fair value recognized as the carrying value of such issued shares of Series B Convertible Preferred Stock, as compared to the carrying value of the extinguished Series A and Series A-1 Convertible Preferred Stock (carrying value of $24,294), resulting in an excess of fair value of $7.5 million recognized as a deemed dividend charged to accumulated deficit in the consolidated balance sheet on* March 13, 2024,*with such deemed dividend included as a component of net loss attributable to common stockholders, summarized as follows:

Lucid Diagnostics Common Stock

In* July 2024,the Company received shareholder approval to amend its certificate of incorporation, as amended, to increase the total number of shares of common stock the Company is authorized to issue by 100 million shares from 200 million shares to 300 million shares. An amendment effecting such change was filed with the Secretary of State of Delaware on July 23, 2024.*

Additionally in* July 2024,the Company’s shareholders approved, for purposes of Listing Rule5635* of The Nasdaq Stock Market LLC (“Nasdaq”) the issuance of shares of the Company’s common stock under the Series B Convertible Preferred Stock (“Series B Preferred Stock”) sold by the Company in a private offering in* March 2024and the Series B-1 Convertible Preferred Stock (“Series B-1 Preferred Stock”) sold by the Company in a private offering in May 2024.*Each of the Series B and Series B-1 Preferred Stock is a voting security. On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote on an “as converted” basis after applying the beneficial ownership limitations described in the Series B and B-1 Preferred Stock Offering above.

As of* December 31, 2025* and* December 31, 2024*, there were 131,098,762 and 63,071,950 shares of common stock issued and outstanding, respectively. On* September 10, 2024,following preferred equity transactions completed by the Company earlier in2024* and the termination of voting proxies entered into between PAVmed and certain shareholders of the Company, PAVmed’s voting interest in the Company was reduced to less than 50.0%, resulting in the loss of a controlling financial interest. However, PAVmed retains the ability to exercise significant influence over Lucid. As of* December 31, 2025*, PAVmed holds 31,302,444 shares of the Company’s common stock.

On* January 26, 2024,PAVmed elected to receive payment of $4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock. Substantially all of such shares were distributed by PAVmed to its shareholders on February 15, 2024.*

F-29

In the year ended* December 31, 2025*, the Company issued 112,500 shares of common stock to vendors in exchange for $138 of agreed upon services, which is included in general and administrative operating expenses on the Company’s consolidated statement of operations.

Subsequent to* December 31, 2025,in March 2026,*on or about the mandatory conversion date for the Series B Preferred Stock, the Company issued 29,270,685 shares of common stock to the holders of the Series B Preferred Stock, including 7,094,159 shares in payment of the earned dividend, to satisfy its contractual obligations in accordance with the Certificate of Designation of those securities. As a result of the application of the beneficial ownership limitations in such Certificate of Designations,13,294,267 shares of common stock otherwise issuable upon conversion of the Series B Preferred Stock are held in abeyance until such time that they can be issued without exceeding any such limitations. As of the mandatory conversion date, there wereno Series B Convertible Preferred stock outstanding.

** March 2025Registered Direct Offering

On* March 5, 2025,*the Company closed on the sale of 13,939,330 shares of its common stock at a price of $1.10 per share in a registered direct offering. The net proceeds of the offering, after deducting approximately $0.4 million of placement agent’s fees and other expenses, was approximately $14.9 million.

** April 2025Confidentially Marketed Public Offering

On* April 11, 2025,*the Company closed on the sale of 14,375,000 shares of its common stock at a price of $1.20 per share in a confidentially marketed public offering. The net proceeds of the offering, after deducting approximately $1.1 million of the placement agent’s fees and other expenses, was approximately $16.2 million.

** September 2025Confidentially Marketed Public Offering

On* September 11, 2025,*the Company closed on the sale of 28,750,000 shares of its common stock at a price of $1.00 per share in a confidentially marketed public offering. The net proceeds of the offering, after deducting approximately $1.8 million of the placement agent’s fees and other expenses, was approximately $27.0 million.

Committed Equity Facility and ATM Facility

On* March 28, 2022,the Company entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”). Under the terms of the committed equity facility, Cantor has committed to purchase up to $50 million of the Company’s common stock from time to time at the request of the Company. While there are distinct differences, the facility is structured similarly to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis at prices based on the existing market price. Cumulatively a total of 680,263 shares of Lucid Diagnostics’ common stock were issued for net proceeds of approximately $1.8 million, after a 4% discount, as of August 1, 2025.This facility terminated on August 1, 2025,which is thefirst* of the month following the36-month anniversary of the effective date of the registration statement for the same. Upon termination of the CEF, the Company expensed the remaining $1,078 of deferred financing fees.

On* May 30, 2025,the Company entered into a Controlled Equity Offering Agreement (also “ATM” or “at-the-market” offering) between the Company and Maxim Group LLC for up to $25.0 million of its common stock that maybe offered and sold from time to time. In the year ended December 31, 2025*, the Company sold 215,421 shares through their ATM equity facility for net proceeds of approximately $0.3 million, after payment of 3% commissions. Subsequent to* December 31, 2025*, as of* March 23, 2026,*the Company sold 4,161,747 shares through its at-the-market equity facility for net proceeds of approximately $5.3 million, after payment of 3% commissions.

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Note16 — Income Taxes

Income tax (benefit) expense for respective periods noted is as follows:

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended* December 31, 2025*is as follows:

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the year ended* December 31, 2024*is as follows:

For the year ended* December 31, 2025,the components of the Company’s income tax paid are state and local taxes primarily from California, Connecticut, Massachusetts, New Jersey and New York. For the year ended December 31, 2024,*there wereno income taxes paid.

Substantially all sources of losses before provision for income tax were derived from sources within the United States. No income was derived from foreign sources for the years ended* December 31, 2025and2024.*

The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

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**Note16 — Income Taxes - continued

Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted.

As required by FASB ASC Topic740, Income Taxes, (“ASC740”), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset willnot be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets willnot be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of* December 31, 2025and2024*.

Lucid Diagnostics has federal and state net operating loss (“NOL”) carryforwards, available to reduce future taxable income, if any, as of* December 31, 2025and2024*, as follows: federal NOL carryforward of approximately $192.8 million and $144.8 million, respectively, with such federal NOL carryforwardnot having a statutory expiration date; and state NOL carryforward of approximately $192.6 million and $134.6 million, respectively, with such state NOL carryforward having statutory expiration dates commencing in2037. The Company hasnot yet conducted a formal analysis and the NOL carryforward* maybe subject-to limitation under U.S. Internal Revenue Code (“IRC”) Section382* (provided there was a greater than50% ownership change, as computed under such IRC Section382).

As of* October 14, 2021,Lucid Diagnostics filed its Federal income tax returns on a stand-alone legal entity basis but filed combined unitary state tax returns with PAVmed. As of September 10, 2024,Lucid Diagnosticsno* longer qualifies to be included in PAVmed’s combined unitary state tax returns and will file on a stand-alone legal entity basis. For all periods presented, the deferred tax asset net of valuation allowance, income tax expense and /or an uncertain tax position, if any; is determined based on Lucid Diagnostics stand-alone legal entity assumed filing of separate income tax returns in all jurisdictions.

The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2022 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company hasnot recognized any penalties or interest related to its income tax provision.

Tax Legislation

On* July 4, 2025,the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. Key provisions of the OBBBA include making permanent certain aspects of the2017* Tax Cuts and Jobs Act, modifying certain international tax rules, and restoring provisions that accelerate deductions for certain business investments and expenditures. The legislation has multiple effective dates, with certain provisions effective in2025 and other implemented in subsequent years. The OBBBA didnot have a material impact on the Company’s consolidated financial statements for the year ended* December 31, 2025,and the Company doesnot* expect the changes to have a material impact on the provision for income taxes or net income in future periods.

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Note17 — Net Loss Per Share

The Net loss per share basic and diluted for the respective periods indicated is as follows:

(1) - Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated.

Basic weighted-average number of shares of common stock outstanding for the years ended* December 31, 2025and2024* include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all years presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows:

Note18 — Segment Information

Lucid’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income(loss) to assess segment profit or loss, allocate resources and assess performance. The Company manages the business activities on a consolidated basis and operates inone reportable segment. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. The Company’s significant segment expenses and other segment items align with the financial statements line items presented in its the consolidated statements of operations.

During the years ended* December 31, 2025and2024* revenues resulting from the delivery of patient EsoGuard test results was concentrated in the United States. The measure of segment assets is reported on the balance sheet as total consolidated assets, and concentrated in the United States.