Annual report pursuant to Section 13 and 15(d)

Due To PAVmed Inc.

Due To PAVmed Inc.
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Due To PAVmed Inc.

Note 6 — Due To PAVmed Inc.


The aggregate Due To: PAVmed Inc. for the periods indicated is summarized as follows:


    Principal Senior Unsecured Promissory Note     Interest Unsecured Senior Promissory Note     Working Capital Cash Advances     PAVmed Inc. OBO Payments    


Related Costs

    MSA Fees     Total  
Balance - December 31, 2020   $     $     $ 8,200     $ 2,361     $     $ 2,700     $ 13,261  
MSA fees                                   3,630       3,630  
On Behalf Of (OBO) activities                 7,739       984                   8,723  
ERC - Payroll & Benefits                             1,037             1,037  
Promissory Note Issuance     22,400             (15,939 )     (2,411 )           (4,050 )      
Conversion of Promissory Note to LUCD Common Stock     (22,400 )                                   (22,400 )
Interest on Promissory Note           659                               659  
Cash payments to PAVmed Inc.           (659 )           (314 )           (2,280 )     (3,253 )
Balance - December 31, 2021   $     $     $     $ 620     $ 1,037     $     $ 1,657  


    CapNostics, LLC Transfer     PAVmed Inc. OBO Payments    


Related Costs

    MSA Fees     Total  
Balance - December 31, 2021   $     $ 620     $ 1,037     $     $ 1,657  
MSA fees                       5,640       5,640  
On Behalf Of (OBO) activities           1,263                   1,263  
ERC - Payroll & Benefits                 10,204             10,204  
CapNostics, LLC transfer     2,105                         2,105  
Cash payments to PAVmed Inc.           (1,599 )     (5,495 )     (2,340 )     (9,434 )
Payment to PAVmed Inc. settled in LUCD stock   $ (2,105 )   $     $ (2,720 )   $ (1,650 )     (6,475 )
Balance - December 31, 2022   $     $ 284     $ 3,026     $ 1,650     $ 4,960  


CapNostics, LLC


On October 5, 2021, PAVmed Subsidiary Corp, a wholly-owned subsidiary of PAVmed Inc., acquired 100% of the outstanding membership interest of CapNostics, LLC (“CapNostics”), an unrelated third-party, for total (gross) purchase consideration of approximately $2.1 million in cash, paid at the closing of the transaction. Subsequently, effective April 1, 2022, PAVmed Subsidiary Corp and the Company entered into an agreement pursuant to which PAVmed Subsidiary Corp assigned to Lucid Diagnostics Inc. 100% of the membership interest in CapNostics, LLC, resulting in the recognition by the Company principally of an acquired defensive technology intangible asset, and a $2.1 million payment obligation Due To: PAVmed Inc. Additionally, Lucid Diagnostics Inc. was also assigned on a prospective basis effective April 1, 2022, the consulting agreement with the previous principal owner of CapNostics, LLC. The transfer was accounted for as entities under common control. See Note 11, Intangible Assets, net, with respect to the transferred intangible asset.


On November 30, 2022, pursuant to a supplement to the CapNostics Assignment Agreement, the Company, PAVmed Sub and PAVmed agreed that the Company would pay the price for the interests through the issuance to PAVmed of 1,145,086 shares of the Company’s common stock.


Payroll and Benefit Expense Reimbursement Agreement (“PBERA”)


On November 30, 2022, the Company and PAVmed entered into a payroll and benefit expense reimbursement agreement (the “PBERA”). Historically, PAVmed has paid for certain payroll and benefit-related expenses in respect of the Company’s personnel on behalf of the Company, and the Company has reimbursed PAVmed for the same. Pursuant to the PBERA, PAVmed will continue to pay such expenses, and the Company will continue to reimburse PAVmed for the same. The PBERA now provides that the expenses will be reimbursed on a quarterly basis or at such other frequency as the parties may determine, in cash or, subject to approval by the board of directors of each of PAVmed and the Company, in shares of the Company’s common stock, with such shares valued at the volume weighted average price of such stock during the final ten trading days preceding the later of the two dates on which such stock issuance is approved by the board of directors of each of PAVmed and the Company (subject to a floor price of $0.40 per share), or in a combination of cash and shares. However, in no event shall the Company issue any shares of its common stock to PAVmed in satisfaction of all or any portion of the expenses if the issuance of such shares of its common stock would exceed the maximum number of shares of common stock that the Issuer may issue under the rules or regulations of The Nasdaq Stock Market LLC (“Nasdaq”), unless the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq for issuances of shares of its common stock in excess of such amount. In accordance with the PBERA, on November 30, 2022, PAVmed elected for the Company to reimburse PAVmed for $2,719 in accrued and unreimbursed payroll and benefit-related expenses paid by PAVmed on behalf of the Company through the third quarter of 2022 through the issuance of 1,479,326 shares of the Company’s common stock.



Note 6 — Due To PAVmed Inc. - continued


Management Services Agreement


In accordance with the MSA, on November 30, 2022 PAVmed has elected to receive payment of $1,650 in monthly fees under the MSA through the issuance of 750,818 shares of Lucid Diagnostics Inc. Common Stock. For further information about the MSA, see Note 5, Related Party Transactions.


EsoCure License Agreement with PAVmed Inc.


EsoCure has been in development as an esophageal ablation device by PAVmed Inc., with the intent to allow a clinician to treat dysplastic BE before it can progress to EAC, a highly lethal esophageal cancer, and to do so without the need for complex and expensive capital equipment. In April 2022, following the approval from both the Company’s and PAVmed Inc.’s boards of directors, the companies entered into an intercompany license agreement (“EsoCure License Agreement”), pursuant to which the Company was granted the rights to commercialize EsoCure, a technology under development intended for the treatment of dysplastic Barrett’s Esophagus. The EsoCure License Agreement, includes a royalty arrangement whereby the Company will pay PAVmed Inc. a 5% royalty on all EsoCure sales up to $100 million per calendar year, and an 8.0% royalty on annual sales in excess of $100 million per calendar year. The Company is obligated to reimburse PAVmed Inc. for any ongoing development costs and cumulative patent expenses associated with the licensed technology.


Senior Unsecured Promissory Note


On October 13, 2021, Lucid Diagnostics Inc. issued 15,803,200 shares of its common stock to PAVmed Inc. upon the election by PAVmed Inc. to convert the $22.4 million face value principal under the terms of a Senior Unsecured Promissory Note, dated June 1, 2021. The Senior Unsecured Promissory Note was issued by Lucid Diagnostics Inc. to PAVmed Inc. with a face value principal of $22.4 million, which replaced the aggregate outstanding and payable balance of the Due To: PAVmed Inc. as of June 1, 2021, had an annual interest rate of 7.875%, a contractual maturity date of May 18, 2028, and, at the election of PAVmed Inc., provided for the partial or full repayment of the face value principal and accrued but unpaid interest thereon by the issue of shares of Lucid Diagnostics Inc. common stock at a conversion price of $1.42 per share of Lucid Diagnostics Inc. common stock.