Note 12 — Stockholders’ Equity

Series B Preferred Stock Offering and Exchange

As of June 30, 2025 and December 31, 2024, there were 44,285 shares of Series B Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

Note 12 — Stockholders’ Equity - continued

Each holder of Series B Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about March 13, 2025 equal 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) will be entitled to receive a dividend on or about March 13, 2026 equal 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 Preferred Stock then held by such holder on March 13, 2026. A holder that voluntarily converts its Series B Preferred Stock prior to March 13, 2026 will not receive the dividend that accrues on such date with respect to such converted Series B Preferred Stock. The holders of the Series B 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 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, 2025 Series B Preferred Stock dividend.

Series B-1 Preferred Stock Offering

As of June 30, 2025 and December 31, 2024, there were 10,134 shares of Series B-1 Convertible Preferred Stock, classified in permanent equity, issued and outstanding.

Each holder of Series B-1 Preferred Stock (i) was entitled to receive, and did receive, a dividend on or about May 6, 2025 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, 2025, and (ii) will be entitled to receive a dividend on or about May 6, 2026 equal 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, 2026 will not 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.

Lucid Diagnostics Common Stock

On June 21, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days (through June 20, 2024), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until December 18, 2024) to regain compliance, which grace period was extended by an additional 180 calendar days (until June 16, 2025).

On February 24, 2025, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the closing bid price of the Company’s common stock had been above the minimum of $1 per share for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) for ten consecutive trading days (through February 21, 2025) and accordingly, the Company had regained compliance with this listing requirement.

Note 12 — Stockholders’ Equity - continued

March 2025 Registered 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 2025 Confidentially 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.

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 June 30, 2025. This facility terminated on August 1, 2025, which is the first of the month following the 36-month anniversary of the effective date of the registration statement for the same. Upon termination any remaining deferred financing fees were expensed.

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, 2025, the Company sold 215,421 shares through their at-the-market equity facility for net proceeds of approximately $0.3 million, after payment of 3% commissions.