Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

Related Party Transactions
12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 — Related Party Transactions


Case Western Reserve University and Physician Inventors - Amended CWRU License Agreement


Case Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc. The expenses incurred with respect to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying consolidated statement of operations for the periods indicated are summarized as follows:


    2022     2021  
    Years Ended December 31,  
    2022     2021  
Cost of Revenue            
CWRU – Royalty Fees   $ 23     $ 25  
General and Administrative Expense                
Amended CWRU – License Agreement - reimbursement of patent legal fees     69       10  
Stock-based compensation expense – Physician Inventors’ restricted stock awards     1,095       910  
Research and Development Expense                
Amended CWRU – License Agreement - reimbursement of patent legal fees     209       195  
Fees - Physician Inventors’ consulting agreements     44       29  
Sponsored research agreement     6        
Stock-based compensation expense – Physician Inventors’ stock options     203       169  
Total Related Party Expenses   $ 1,649     $ 1,338  


PAVmed Inc. - Management Services Agreement


The Company’s daily operations are managed by personnel employed by PAVmed Inc., for which Lucid Diagnostics Inc. incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed Inc. The MSA does not have a termination date, but may be terminated by the Lucid Diagnostics Inc. board of directors. The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by PAVmed Inc. personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of Lucid Diagnostics Inc. and PAVmed Inc. On August 11, 2022, the respective Company’s boards of directors approved a sixth amendment to the MSA to increase the MSA Fee to $550 per month from $390 per month, with such increase effective on a prospective basis that commenced July 1, 2022. Pursuant to the sixth amendment, the parties agreed PAVmed Inc. may elect to receive payment of the monthly MSA Fee in cash or in shares of common stock of the Company, with such shares valued at the volume weighted average price (“VWAP”) during the final ten trading days of the applicable month (subject to a floor price of $0.70 per share). However, in no event will PAVmed Inc. be entitled to receive under the MSA, as amended, more than 7,709,836 shares of common stock the Company (representing 19.99% of our outstanding shares of common stock as of immediately prior to the execution of the sixth amendment). The shares that may be issued under the MSA, as amended, are being offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on the exemption afforded under Section 4(a)(2) thereof.


In accordance with the MSA, on November 30, 2022 PAVmed elected to receive payment of $1,650 in aggregate monthly fees under the MSA through the issuance of 750,818 shares of Lucid Diagnostics Inc. Common Stock.



Note 5 — Related Party Transactions - continued


The MSA Fee expense classification in the consolidated statement of operations for the periods noted is as follows:

 Schedule of MSA Fee Expense Classification in Statements of Operations

    2022     2021  
    Years Ended December 31,  
    2022     2021  
Cost of Revenues   $     $ 61  
Sales & Marketing     1,043       1,406  
General & Administrative     3,066       1,255  
Research & Development     1,531       908  
Total MSA Fee   $ 5,640     $ 3,630  


The classification of the MSA Fee as presented above is based on the PAVmed Inc. classification of employee salary expense. In this regard, PAVmed Inc. classifies employee salary expense as cost-of-revenue for employees engaged in service delivery under the EsoGuard Commercialization Agreement, and sales and marketing expenses for employees performing sales, marketing, and reimbursement activities and functions, general and administrative, and research and development except for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, for which such employee salary is classified as research and development expense.


Other Related Party Transactions


Lucid Diagnostics Inc. previously entered into a consulting agreement with Stanley N. Lapidus, effective June 2020 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. In July 2021, Mr. Lapidus was appointed as Vice Chairman of the Board of Directors of Lucid Diagnostics Inc. Lucid Diagnostics Inc. recognized general and administrative expense of $21 in the year ended December 31, 2021 in connection with the consulting agreement.