Form 8-K

8-K — Lucid Diagnostics Inc.

Accession: 0001493152-26-037596

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001799011

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 13, 2026

LUCID

DIAGNOSTICS INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-40901

82-5488042

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

360

Madison Avenue, 25thFloor,

New York,

New York

10017

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

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

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

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

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, Par Value $0.001 Per Share

LUCD

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results

of Operations and Financial Condition.

August 13, 2026, Lucid Diagnostics Inc. (the “Company”) issued a press release announcing financial results

for its fiscal quarter ended June 30, 2026 and providing a business update. A copy of the press release is attached to this report as

Exhibit 99.1 and is incorporated herein by reference.

Item

7.01. Regulation

FD Disclosure.

The

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

The

information furnished under Items 2.02 and 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of

the Company, except as shall be expressly set forth by specific reference in such document.

Item

9.01. Financial

Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

99.1

Press release.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

August 13, 2026

LUCID

DIAGNOSTICS INC.

By:

/s/

Dennis McGrath

Dennis

McGrath

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Lucid

Diagnostics Provides Business Update and Reports Second Quarter 2026 Financial Results

Recognized

2Q26 revenue of $1.5 million

Processed

2,770 EsoGuard® tests

Secured

first laboratory benefit manager (LBM) EsoGuard

coverage policy

Conference

call and webcast to be held today, August 13, at 8:30 AM EDT

NEW

YORK, August 13, 2026 - Lucid Diagnostics Inc. (Nasdaq: LUCD) (“Lucid” or the “Company”) a commercial-stage,

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

business update for the Company and reported financial results for the second quarter ended June 30, 2026.

Conference

Call and Webcast

The

webcast will take place on Thursday, August 13, 2026, at 8:30 AM and will be accessible in the investor relations section of the Company’s

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

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

Diagnostics Business Update” to join.

Following

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

website at luciddx.com.

Business

Highlights

“Lucid’s

commercial momentum strengthened throughout the second quarter and in recent weeks,”

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

priorities while awaiting a positive draft Medicare coverage policy for EsoGuard. We secured positive commercial coverage policies,

accelerated engagement with the VA and major health systems, and demonstrated the long-term economic value of EsoGuard testing. Progress

across these initiatives positions Lucid to capitalize on EsoGuard’s significant clinical and commercial opportunity,

while increasing the company’s visibility and thereby expanding opportunities for broader strategic engagement.”

Highlights

from the second quarter and recent weeks:

● Recognized

$1.5 million in EsoGuard revenue for 2Q26.

● Processed

2,770 EsoGuard® Esophageal DNA Tests in 2Q26.

● Secured

a commercial coverage policy for EsoGuard from Concert, a healthcare technology company

recently acquired by Lyric that establishes laboratory testing policies its client health

plans can adopt. The policy recognizes EsoGuard as medically necessary for patients meeting

established screening criteria and has already been adopted by multiple Concert client health

plans.

● Developed

a health economic cost-effectiveness model evaluating EsoGuard screening to support commercial

payor engagement and coverage decisions, with preliminary results demonstrating improved

clinical outcomes and cost-effectiveness.

Financial

Results

● For

the three months ended June 30, 2026, EsoGuard related revenues were $1.5 million. Operating

expenses were approximately $14.3 million, which included stock-based compensation expenses

of $1.7 million. GAAP net loss attributable to common stockholders was approximately $14.7

million, inclusive of a deemed Preferred Stock dividend of $3.0 million, or $(0.08) per common

share.

● As

shown below and for the purpose of illustrating the effect of stock-based compensation and

other non-cash income and expenses on the Company’s financial results, the Company’s

non-GAAP adjusted loss for the three months ended June 30, 2026 was approximately $10.9 million

or $(0.06) per common share.

● Lucid

had cash and cash equivalents of $33.4 million as of June 30, 2026, compared to $34.7 million

as of December 31, 2025.

● The

unaudited financial results for the three and six months ended June 30, 2026, were filed

with the SEC on Form 10-Q on August 12, 2026, and available at www.luciddx.com or

www.sec.gov.

Lucid

Non-GAAP Measures

● To

supplement our unaudited financial results presented in accordance with U.S. generally accepted

accounting principles (GAAP), management provides certain non-GAAP financial measures of

the Company’s financial results. These non-GAAP financial measures include net loss

before interest, taxes, depreciation, and amortization (EBITDA), and non-GAAP adjusted loss,

which further adjusts EBITDA for stock-based compensation expense and other non-cash income

and expenses, if any. The foregoing non-GAAP financial measures of EBITDA and non-GAAP adjusted

loss are not recognized terms under U.S. GAAP.

● Non-GAAP

financial measures are presented with the intent of providing greater transparency to the

information used by us in our financial performance analysis and operational decision-making.

We believe these non-GAAP financial measures provide meaningful information to assist investors,

shareholders, and other readers of our unaudited financial statements in making comparisons

to our historical financial results and analyzing the underlying performance of our results

of operations. These non-GAAP financial measures are not intended to be, and should not be,

a substitute for, considered superior to, considered separately from, or as an alternative

to, the most directly comparable GAAP financial measures.

● Non-GAAP

financial measures are provided to enhance readers’ overall understanding of our current

financial results and to provide further information for comparative purposes. Management

believes the non-GAAP financial measures provide useful information to management and investors

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

results and business outlook. Specifically, the non-GAAP financial measures include non-GAAP

adjusted loss, and its presentation is intended to help the reader understand the effect

of the loss on the issuance or modification of convertible securities, the periodic change

in fair value of convertible securities, the loss on debt extinguishment, and the corresponding

accounting for non-cash charges on financial performance. In addition, management believes

non-GAAP financial measures enhance the comparability of results against prior periods.

● A

reconciliation to the most directly comparable GAAP measure of all non-GAAP financial measures

included in this press release for the three and six months ended June 30, 2026, and 2025

are as follows:

(in thousands except per-share amounts)

For the three months ended

June 30,

For the six months ended

June 30,

2026

2025

2026

2025

Revenue

$ 1,474

$ 1,163

$ 2,730

$ 1,991

Operating expenses

14,275

12,547

27,644

25,862

Other (Income) expense, net

(1,114 )

(6,945 )

682

7,476

Net Loss

(11,687 )

(4,439 )

(25,596 )

(31,347 )

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

$ (0.08 )

$ (0.24 )

$ (0.52 )

Net loss attributable to common stockholders

(14,715 )

(7,888 )

(38,343 )

(43,906 )

Preferred Stock dividends and deemed dividends

3,028

3,449

12,747

12,559

Net income (loss) as reported

(11,687 )

(4,439 )

(25,596 )

(31,347 )

Adjustments:

Depreciation and amortization expense1

224

222

446

443

Interest expense, net2

(73 )

(104 )

(137 )

(162 )

EBITDA

(11,536 )

(4,321 )

(25,287 )

(31,066 )

Other non-cash or financing related expenses:

Stock-based compensation expense3

1,694

1,143

3,104

2,174

Operating expenses issued in stock1

147

Change in FV convertible debt2

(1,041 )

(6,841 )

819

7,638

Non-GAAP adjusted (loss)

$ (10,854 )

$ (9,946

$ (21,307 )

$ (21,107 )

Basic and Diluted shares outstanding

183,124

98,989

161,729

83,976

Non-GAAP adjusted (loss) income per share

$ (0.06 )

$ (0.10 )

$ (0.13 )

$ (0.25 )

Included in general and administrative expenses in the financial statements.

Included in other income and expenses.

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

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

(in thousands except per-share amounts)

For the three months ended

June 30,

For the six months ended

June 30,

2026

2025

2026

2025

Cost of revenues

$ 1,445

$ 1,563

$ 3,070

$ 3,114

Stock-based compensation expense3

(14 )

(38 )

(128 )

(109 )

Net cost of revenues

1,431

1,525

2,942

3,005

Amortization of intangible assets

105

210

Sales and marketing

5,757

4,007

10,777

8,076

Stock-based compensation expense3

(338 )

(245 )

(593 )

(485 )

Net sales and marketing

5,419

3,762

10,184

7,591

General and administrative

5,776

5,617

11,188

11,779

Depreciation expense

(119 )

(117 )

(236 )

(233 )

Operating expenses issued in stock

(29 )

(73 )

(57 )

(147 )

Stock-based compensation expense3

(1,169 )

(741 )

(2,075 )

(1,342 )

Net general and administrative

4,459

4,686

8,820

10,057

Research and development

1,192

1,255

2,399

2,683

Stock-based compensation expense3

(173 )

(119 )

(308 )

(238 )

Net research and development

1,019

1,136

2,091

2,445

Total operating expenses

14,275

12,547

27,644

25,862

Depreciation and amortization expense

(224 )

(222 )

(446 )

(443 )

Operating expenses issued in stock

(29 )

(73 )

(57 )

(147 )

Stock-based compensation expense3

(1,694 )

(1,143 )

(3,104 )

(2,174 )

Net operating expenses

$ 12,328

$ 11,109

$ 24,037

$ 23,098

About

Lucid Diagnostics

Lucid

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

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

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

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

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

For

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

Forward-Looking

Statements

This

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Investor

and Media Contact

Matt

Riley

Vice

President, Investor Relations

PAVmed

and Lucid Diagnostics

mjr@pavmed.com

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