Business Context and Reporting Period
Company: Lucid Diagnostics Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 23, 2026
Event: Entry into a Material Definitive Agreement for an underwritten public offering of common stock.
Key Financial Metrics
This filing details a capital raise rather than operational financial performance. Key transaction metrics include:
- Shares Offered: 18,000,000 shares of Common Stock.
- Public Offering Price: $1.00 per share.
- Price to Company: $0.94 per share.
- Underwriting Discount: $0.06 per share.
- Gross Proceeds: $18,000,000 (before deducting underwriting discount and expenses).
- Reimbursable Expenses: Up to $75,000 for legal counsel and other reasonable fees.
- Expected Closing Date: On or about April 24, 2026.
Note: The filing text does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures.
Material Changes
The primary material change is the execution of an Underwriting Agreement with Canaccord Genuity LLC and BTIG, LLC as joint bookrunners. This agreement facilitates the sale of 18 million shares to the public. The transaction is subject to customary closing conditions, representations, warranties, and covenants.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release on April 23, 2026, announcing the pricing of the Offering. The offering was made pursuant to an existing shelf registration statement on Form S-3 (Registration No. 333-291981), filed on December 5, 2025, and declared effective on March 26, 2026.
Risks and Contingencies:
- The sale of shares is subject to customary closing conditions contained in the Underwriting Agreement.
- The Company agreed to indemnify the Underwriters against certain liabilities, including those under the Securities Act of 1933.
- Representations and warranties in the agreement were made solely for the benefit of the parties and for risk allocation purposes.
Investor Verification Checklist
- Verify the final closing date of the offering (expected April 24, 2026).
- Confirm the actual net proceeds after deducting the underwriting discount and reimbursable expenses.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific closing conditions and indemnification clauses.
- Check the press release (Exhibit 99.1) for any additional strategic context regarding the use of proceeds.
- Monitor subsequent filings for the updated share count and capitalization table post-closing.