Lucid Diagnostics Inc.

false --12-31 0001799011 0001799011 2026-10-21 2026-10-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): October 21, 2026 LUCID DIAGNOSTICS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40901 82-5488042 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 360 Madison Avenue , 25th Floor , New York , New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (917) 813-1828 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.001 Per Share LUCD The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If 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 3.02. Unregistered Sales of Equity Securities. On October 21, 2026, the Company entered into subscription agreements (each, a “ Series C Subscription Agreement ”) with certain accredited investors (collectively, the “ Series C Investors ”), which agreements provided for the sale to the Series C Investors of 15,000 shares of the Company’s newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “ Series C Preferred Stock ”), at a purchase price of $1,000 per share (collectively, the “ Series C Offering ”). The closing of the transactions occurred on the same day. The aggregate gross proceeds to the Company of the Series C Offering were approximately $15.0 million. On the date of the closing (the “ Effective Date ”), the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred Stock (the “ Series C Certificate of Designation ”), which sets forth the resolutions of the Company’s board of directors designating 15,000 shares of Series C Preferred Stock and fixing its terms. The key terms of the Series C Preferred Stock are as follows: Conversion . Each share of Series C Preferred Stock is convertible at the option of the holder, subject to the beneficial ownership and primary market limitations described below, into such number of shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), as is equal to the number of shares of Series C Preferred Stock to be converted, multiplied by the stated value of $1,000 (as the same may be increased from time to time as more fully described below, the “ Stated Value ”), divided by the conversion price in effect at the time of the conversion. The initial conversion price will be $0.3519 (which is equal to the Minimum Price as defined in Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“ Nasdaq ”)), subject to adjustment in the event of stock splits, stock dividends, and similar transactions. In addition, the Series C Preferred Stock will convert into shares of Common Stock upon written notice from the Company, subject to the beneficial ownership and primary market limitations described below, (i) upon the consummation of certain fundamental transactions, or (ii) at the election of the Company (A) at any time after the twenty-four month anniversary of the issuance of such shares of Series C Preferred Stock, upon written notice given to the holders of such shares, if the VWAP of the Common Stock has been at least $5.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of 30 consecutive trading days, or (B) at any time after March 31, 2030, upon written notice given to the holders of such shares, if the VWAP of the Common Stock is greater than the then-current conversion price. Rank . The Series C Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not by its terms senior to or pari passu with the Series C Preferred Stock. Dividends . The holders of Series C Preferred Stock will be entitled to dividends at a rate of 20% per annum, payable in equal quarterly installments on the last day of each calendar quarter from December 31, 2026 to March 31, 2030. Dividends shall be paid in shares of Common Stock, valued at the initial conversion price (the number of dividend shares each quarter being fixed at 5% of the shares issuable upon conversion of the original stated value at the original conversion price). For each dividend payable after April 1, 2027, if the market value of the dividend shares at the time of issuance (based on the average VWAP of the Common Stock during the five days preceding the dividend payment date) is less than the number of dividend shares multiplied by the initial conversion price, the shortfall shall be paid by adding such amount to the stated value of the Series C Preferred Stock (or, at the Company’s election and only if permitted under the terms of the Company’s senior indebtedness, by paying such amount in cash). A holder that converts its Series C Preferred Stock prior to any dividend payment date will not receive any dividend that would have accrued after such date with respect to such converted Series C Preferred Stock. In addition, the dividends will be accelerated and paid (to the extent not previously paid) upon the consummation of certain fundamental transactions. The holders of the Series C 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. Liquidation . 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 Series C Certificate of Designation), the holders of shares of Series C Preferred Stock then outstanding will be 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) 300% of 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 C Preferred Stock been converted into Common Stock immediately prior to such event. Voting . On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote, together with the holders of the Common Stock, as a single class, on an “as converted” basis (after applying the beneficial ownership and primary market limitations described below).