Lucid Diagnostics Inc.

Previous wording

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or “CAC,” Meeting regarding the LCD on September 4, 2025. At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (ACG, AGA (as defined below)) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.

Current wording

As part of the LCD reconsideration process, MolDx-participating Medicare Administrative Contractors convened a Contractor Advisory Committee, or (“CAC”) Meeting regarding the LCD on September 4, 2025. At the meeting, eleven experts, including physicians across multiple specialties (GI, primary care, pathology), major society guideline co-authors (American College of Gastroenterology, American Gastroenterological Association) and industry leaders (American Foregut Society, American Society for Gastrointestinal Endoscopy), participated in this extensive discussion of the unmet clinical need with respect to early detection of esophageal precancer and the strength of the EsoGuard clinical validity and clinical utility data.

Previous wording

Subsequent to March 31, 2026, on April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share in a registered direct offering. The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other estimated expenses, was approximately $16.8 million.

Current wording

On April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share in a registered direct offering. The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other expenses, was approximately $16.8 million.

Previous wording

On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the three months ended March 31, 2026, the Company sold 4,161,747 shares through their ATM equity facility for net proceeds of approximately $5.3 million, after payment of 3% commissions, approximately $0.2 million.

Current wording

On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the six months ended June 30, 2026, the Company sold 4,161,747 shares through the ATM for net proceeds of approximately $5.3 million, after payment of 3% commissions or approximately $0.2 million.

Previous wording

Other income and expense, net, consists principally of changes in fair value of our convertible note and losses on extinguishment of debt upon repayment of such convertible note.

Current wording

Other income and expense, net, consists principally of changes in fair value of our convertible notes and losses on extinguishment of debt upon repayment of such convertible notes.

Previous wording

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented as dollars in millions, except for share and per share amounts.

Current wording

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in millions, except for share and per share amounts.

Previous wording

In the three months ended March 31, 2026, revenue was approximately $1.3 million as compared to $0.8 million for the corresponding period in the prior year. The $0.5 million increase principally relates to the increase in consideration received for the performance of the EsoGuard tests.

Current wording

In the three months ended June 30, 2026, revenue was approximately $1.5 million as compared to $1.2 million for the corresponding period in the prior year. The $0.3 million increase principally relates to the increase in consideration received for the performance of the EsoGuard tests.

Previous wording

In the three months ended March 31, 2026, sales and marketing costs were approximately $5.0 million as compared to $4.1 million for the corresponding period in the prior year. The net increase of $0.9 million was principally related to:

Current wording

In the three months ended June 30, 2026, sales and marketing costs were approximately $5.8 million as compared to $4.0 million for the corresponding period in the prior year. The net increase of $1.8 million was principally related to:

Previous wording

In the three months ended March 31, 2026, general and administrative costs were approximately $5.4 million as compared to $6.2 million for the corresponding period in the prior year. The net decrease of $0.8 million was principally related to:

Current wording

In the three months ended June 30, 2026, general and administrative costs were approximately $5.8 million as compared to $5.6 million for the corresponding period in the prior year. The net increase of $0.2 million was principally related to:

Previous wording

In the three months ended March 31, 2026, research and development costs were approximately $1.2 million, compared to $1.4 million for the corresponding period in the prior year. The net decrease of $0.2 million was principally related to a decrease in development costs, particularly in clinical trial activities and outside professional and consulting fees.

Current wording

In the three months ended June 30, 2026, research and development costs were approximately $1.2 million, compared to $1.3 million for the corresponding period in the prior year. The net decrease of $0.1 million was principally related to:

Previous wording

In the three months ended March 31, 2026, the cost of revenue was relatively level at approximately $1.6 million, as compared to the corresponding period in the prior year.

Current wording

In the six months ended June 30, 2026, the cost of revenue was relatively level at approximately $3.1 million, as compared to the corresponding period in the prior year.

Previous wording

In the three months ended March 31, 2026, the sequential increase in the fair value of our convertible notes of approximately $1.8 million is reflected as other expense in the Statement of Operations, (see Note 10,Debt, to our accompanying unaudited condensed consolidated financial statements). The 2024 Convertible Notes were initially measured at the issue-date estimated fair value and are subsequently remeasured at estimated fair value as of each reporting period end date.

Current wording

In the six months ended June 30, 2026 and 2025, the change in the fair value of our convertible notes of approximately $0.8 million and $7.6 million, respectively, is reflected as other expense in the Statement of Operations (see Note 10,Debt, to our accompanying unaudited condensed consolidated financial statements). The convertible notes were initially measured at the issue-date estimated fair value and are subsequently remeasured at estimated fair value as of each reporting period end date.

Previous wording

We are 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 products and services. We experienced a net loss of approximately $13.9 million and used approximately $12.1 million of cash in operations during the three months ended March 31, 2026. Financing activities provided $5.5 million of cash during the three months ended March 31, 2026. We ended the quarter with cash on-hand of $27.9 million as of March 31, 2026. We expect to continue to experience recurring losses and negative cash flow from operations, and will continue to fund our operations with debt and/or equity financing transactions, which in accordance with management’s plans may include conversions of our existing debt to equity and refinancing our existing debt obligations to extend the maturity date. The Company’s ability to continue operations 12 months beyond the issuance of the financial statements will depend upon generating substantial revenue that is conditioned on obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, increasing revenue through contracting directly with self-insured employers, and upon raising 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 within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.

Current wording

We are 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 products and services. We experienced a net loss of approximately $25.6 million and used approximately $23.4 million of cash in operations during the six months ended June 30, 2026. Financing activities provided $22.3 million of cash during the six months ended June 30, 2026. We ended the quarter with cash on-hand of $33.4 million as of June 30, 2026. We expect to continue to experience recurring losses and negative cash flow from operations, and will continue to fund our operations with debt and/or equity financing transactions, which in accordance with management’s plans may include conversions of our existing debt to equity and refinancing our existing debt obligations to extend the maturity date. Our ability to continue operations 12 months beyond the issuance of the accompanying financial statements will depend upon generating substantial revenue that is conditioned on obtaining positive third-party reimbursement coverage for our EsoGuard Esophageal DNA Test from both government and private health insurance providers, and increasing revenue through contracting directly with self-insured employers, and upon raising 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 within one year after the date the accompanying unaudited condensed consolidated financial statements are issued.

Previous wording

On April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share (the “Offering”). The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other estimated expenses, was approximately $16.8 million.

Current wording

On April 24, 2026, the Company closed on the sale of 18,000,000 shares of its common stock at a price of $1.00 per share. The net proceeds of the offering, after deducting approximately $1.2 million of the underwriting discount and other expenses, was approximately $16.8 million.

Previous wording

On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the three months ended March 31, 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 of approximately $0.2 million.

Current wording

On May 30, 2025, the Company entered into an “at-the-market offering” (“ATM”) for up to $25.0 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Maxim Group LLC. In the six months ended June 30, 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, or approximately $0.2 million.

Previous wording

On November 22, 2024, the Company closed on the sale of $21.975 million in principal amount of 2024 Convertible Notes. Each 2024 Convertible Note has a 12.0% annual stated interest rate, a contractual maturity date of five years from the date of issuance, and a contractual conversion price of $1.00 per share of the Company’s common stock (subject to adjustment in certain circumstances). Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants, including certain financial covenants. The Company was in compliance with all covenants as of March 31, 2026. See Note 10,Debt, for more information.

Current wording

On November 22, 2024, the Company closed on the sale of $21.975 million in principal amount of 2024 Convertible Notes, as defined in Note 10,Debt, to our accompanying unaudited condensed consolidated financial statements. Each 2024 Convertible Note has a 12.0% annual stated interest rate, a contractual maturity date of five years from the date of issuance, and a contractual conversion price of $1.00 per share of the Company’s common stock (subject to adjustment in certain circumstances). Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants, including certain financial covenants. The Company was in compliance with all covenants as of June 30, 2026.

Previous wording

The discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgements. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 25, 2026. There have been no material changes to our critical accounting estimates in the three months ended March 31, 2026.

Current wording

The discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reporting in our unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgements. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 25, 2026. There have been no material changes to our critical accounting estimates in the six months ended June 30, 2026.