View Filing Data

Leases

12 Months Ended

Dec. 31, 2022

Note 10 — Leases

During the year ended December 31, 2022, the Company entered into additional lease agreements that have commenced and are classified as operating leases and short-term leases, including for each of: a commercial clinical laboratory and additional Lucid Test Centers.

The components of lease expense were as follows:

Schedule of Components of Lease Expense

	2022		2021
	Years Ended December 31,
	2022		2021
Operating lease cost	$	951	$	—
Short-term lease cost		95		32
Variable lease cost		20		—
Total lease cost	$	1,066	$	32

The Company’s future lease payments as of December 31, 2022, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows:

2023	$	1,078
2023	$	1,078
2024		1,019
2025		60
Total lease payments	$	2,157
Less: imputed interest		(158	)
Present value of lease liabilities	$	1,999

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:

	Year Ended December 31,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	949		$	—
Non-cash investing and financing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,763		$	—
Weighted-average remaining lease term - operating leases (in years)		2.03			—
Weighted-average discount rate - operating leases		7.875	%		—	%

As of December 31, 2022, the Company’s right-of-use assets from operating leases are $2,008, which are reporting in right-of-use assets - operating leases in the consolidated balance sheets. As of December 31, 2022, the Company has outstanding operating lease obligations of $1,999, of which $962 is reported in operating lease liabilities, current portion and $1,037 is reporting in operating lease liabilities less current portion in the Company’s consolidated balance sheets. The Company did not have operating leases as of December 31, 2021. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open market.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc and CapNostics LLC. All intercompany transactions and balances have been eliminated in consolidation. Lucid Diagnostics Inc. (“the Company”) is a majority-owned consolidated subsidiary of PAVmed Inc., which has a majority equity ownership interest and has financial control of Lucid Diagnostics Inc. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

Use of Estimates

Use of Estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards and intangible assets. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.

Financial Condition

Financial Condition

The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”) requires management to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements are issued. In each reporting period (including interim periods), an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

Prior to its initial public offering (“IPO”) of its common stock, the operations of the Company were funded by PAVmed Inc., inclusive of providing working capital cash advances and the payment of certain operating expenses on-behalf-of the Company. Additionally, certain operations of Lucid Diagnostics Inc. continue to be managed by personnel of PAVmed Inc., for which Lucid Diagnostics Inc. incurs expense according to the provisions of a Management Services Agreement between Lucid Diagnostics Inc. and PAVmed Inc. See Note 5, Related Party Transactions, for information with respect to the Management Services Agreement; and Note 6, Due To PAVmed Inc., for further information with respect to amounts owed to PAVmed Inc. by Lucid Diagnostics Inc.

The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company expects to continue to experience recurring losses from operations and will continue to fund its operations with debt and equity financing transactions. Notwithstanding, however, with the cash on-hand as of the date hereof and committed equity sources of financing, the Company expects to be able to fund its operations and meet its financial obligations as they become due for the one year period from the date of the issue of the Company’s consolidated financial statements, as included herein in this Annual Report on Form 10-K for the period ended December 31, 2022. See Note 18, Subsequent Events, for a discussion of the certain financing activities following December 31, 2022.

Note 2 — Summary of Significant Accounting Policies - continued

Cash

Cash

The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits.

Offering Costs

Offering Costs

Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs.

Revenue Recognition

Revenue Recognition

Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The key aspects considered by the Company include the following:

Contracts—The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. However, when a patient is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations. The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.

Performance obligations—A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.

Transaction price—The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.

If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved.

When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience.

Allocate transaction price—The transaction price is allocated entirely to the performance obligation contained within the contract with a customer on the basis of the relative standalone selling prices of each distinct good or service.

Practical Expedients—The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.

Note 2 — Summary of Significant Accounting Policies - continued

Fixed Assets

Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred.

Leases

Leases

The Company adopted FASB ASC Topic 842, Leases, (“ASC 842”) effective December 31, 2021. All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement: involves the use of a distinct identified asset; provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period; and provides for the right to direct the use of the asset. A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease (generally with respect to equipment). Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease.

The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases.

Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components.

Intangible Assets

Intangible Assets

Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 11, Intangible Assets, net, for further information with respect to purchased intangible assets.

Impairment - Long Lived Assets

Impairment - Long Lived Assets

The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation.

Stock-Based Compensation

Stock-Based Compensation

Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan.

The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows:

●

With respect to the PAVmed Inc. 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2022 and 2021;

Note 2 — Summary of Significant Accounting Policies - continued

	●	With respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, the expected stock price volatility was based on the historical stock price volatility of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2022 and 2021;

	●	The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and,

	●	The expected dividend yield is based on annual dividends of $0.00 as there have not been dividends paid to-date, and there is no plan to pay dividends for the foreseeable future.

The price per share of Lucid Diagnostics Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan is as follows: (i) for the period October 14, 2021 to December 31, 2022 it is its quoted closing price per share; and (ii) for the period January 1, 2021 to October 14, 2021, it was estimated using a probability-weighted average expected return methodology (“PWERM”), which involves the determination of equity value under various exit scenarios and an estimation of the return to the common stockholders under each scenario.

The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share.

Financial Instruments Fair Value Measurements

Financial Instruments Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows:

	Level 1	Valuations based on quoted prices for identical assets and liabilities in active markets.

	Level 2	Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

	Level 3	Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

As of December 31, 2022 and December 31, 2021, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

Research and Development Expenses

Research and Development Expenses

Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers.

Patent Costs and Purchased Patent License Rights

Patent Costs and Purchased Patent License Rights

Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations.

The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated.

Note 2 — Summary of Significant Accounting Policies - continued

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes.

Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2022 and 2021.

The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2022, the Company does not have any unrecognized tax benefits resulting from uncertain tax positions.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no amounts accrued for penalties or interest as of December 31, 2022 and December 31, 2021 or recognized during the years ended December 31, 2022 and 2021. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position.

On October 14, 2021, Lucid Diagnostics Inc. completed its initial public offering (“IPO”) of its common stock. While PAVmed Inc. holds a majority-interest equity ownership and has a controlling financial interest, its ownership interest was reduced to below 80% after the IPO. Accordingly, Lucid Diagnostics Inc. is included in the PAVmed Inc and Subsidiaries consolidated income tax returns through October 13, 2021, and effective October 14, 2021, Lucid Diagnostics Inc. will file its income tax returns on a stand-alone legal entity basis. The Lucid Diagnostics Inc. stand-alone legal entity estimated income tax provision was computed on an assumed separate income tax return for the periods presented through October 13, 2021, wherein, the estimated income tax provision of Lucid Diagnostics Inc. is computed as if its income tax returns were filed by Lucid Diagnostics Inc. on a stand-alone legal entity basis. Notwithstanding the absence of a formal tax sharing agreement between PAVmed Inc. and Lucid Diagnostics Inc., the Lucid Diagnostics Inc. stand-alone legal entity current tax expense and /or tax refund, if any, would be settled with PAVmed Inc. (as opposed with the respective tax authority) through October 13, 2021. The deferred tax asset and /or deferred tax liability; a valuation allowance on the deferred tax asset, net; and /or an uncertain tax position, if any; each as discussed above, is determined based on Lucid Diagnostics Inc. stand-alone legal entity assumed filing of separate income tax returns.

Net Loss Per Share

Net Loss Per Share

The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include stock options and unvested restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan.

Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share for each reporting period presented.

JOBS Act EGC Accounting Election

JOBS Act EGC Accounting Election

The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC.

Note 2 — Summary of Significant Accounting Policies - continued

Reclassifications

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss.

Recent Accounting Standards Updates Adopted

Recent Accounting Standards Updates Adopted

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, by eliminating the beneficial conversion and cash conversion accounting models previously contained in ASC 470-20 that required separate accounting for embedded conversion features. ASU 2020-06 also simplified the assessment of a financial instrument settlement to determine whether a contract is an entity’s own equity qualifies for equity classification by removing certain conditions from ASC 815-4-25. The ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company’s adoption of the ASU 2020-06 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, (“ASU 2019-12”). The guidance of ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods, and adds revised guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. Adoption of the guidance of ASU 2019-12 is required for annual and interim financial statements beginning after December 15, 2020. The Company’s adoption of the ASU 2019-12 guidance as of January 1, 2021 did not have an effect on the Company’s consolidated financial statements.

Effective December 31, 2021, the Company adopted FASB ASC Topic 842, Leases, (“ASC 842”). ASC 842 established a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements. See Note 10, Leases.

Fixed Assets

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 9 — Fixed Assets

Fixed assets, less accumulated depreciation, consisted of the following as of:

	Estimated Useful Life		December 31, 2022			December 31, 2021
Computer and office equipment		2-5 years	$	223		$	88
Laboratory equipment		3-7 years		1,526			845
Furniture and fixtures		3-5 years		131			21
Leasehold improvements		-⁽¹⁾		1			1
Assets under construction		n/a		—			20
Total Fixed Assets				1,881			975
Less Accumulated Depreciation				(289	)		(4	)
Total Fixed Assets, net			$	1,592		$	971

⁽¹⁾	Lesser of remaining lease term or estimated useful life.

Depreciation expense of $287 and $4 for the years ended December 31, 2022 and 2021, respectively, is included in general and administrative expenses in the accompanying consolidated statements of operations.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

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:

	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.

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	2 Months Ended	12 Months Ended
	Jan. 07, 2022	Jan. 31, 2023	Feb. 28, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds for issuance				$ 109
Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, grants			2,672,500
Stock option, weighted average exercise price per share			$ 1.31
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock awards granted				320,000	1,947,795
2018 Equity Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved				9,144,000
Shares available for issue				3,821,139
Stock option, grants				423,300	423,300
2018 Equity Plan [Member] \| Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Increased in number of shares available for grant		2,500,000
2018 Equity Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock awards granted	320,000			50,000	50,000
Aggregate grant date fair value	$ 1,400
2018 Equity Plan [Member] \| Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average estimated fair value				$ 2.30	$ 5.13
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved				500,000
Shares available for issue				415,970
Number of common stock purchased				84,030
Proceeds for issuance				$ 109
Employee Stock Purchase Plan [Member] \| Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for issue						500,000

Asset Purchase Agreement and Management Services Agreement

12 Months Ended

Dec. 31, 2022

Asset Purchase Agreement And Management Services Agreement

Asset Purchase Agreement and Management Services Agreement

Note 7 — Asset Purchase Agreement and Management Services Agreement

Asset Purchase Agreement - ResearchDx Inc.

Through its wholly-owned subsidiary, LucidDx Labs Inc., the Company entered into an asset purchase agreement (“APA”) dated February 25, 2022, with ResearchDx, Inc. (“RDx”), an unrelated third-party - “APA-RDx”. Under the APA-RDx, LucidDx Labs Inc. acquired certain assets from RDx which were combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory.

The total purchase price consideration payable under the APA-RDx is a face value of $3,200 comprised of three contractually specified periodic payments. The APA-RDx is being accounted for as an asset acquisition, with the recognition of an intangible asset of approximately $3,200, which is included in “Intangible assets, net” on the accompanying consolidated balance sheet, as further discussed in Note 11, Intangible Assets, net. In the year ended December 31, 2022, a total of $3,200 of cash was paid with respect to the periodic payments.

Additionally, the APA-RDx requires the Company to pay a total of $3,000 to be paid as twelve (12) equal installment payments commencing May 25, 2022 and then on each three month anniversary thereof, inclusive of a final installment payment on February 25, 2025, with such installment payments recognized as current period expense as incurred. In the year ended December 31, 2022, as provided for in the APA-RDx, installment payments were settled with the issuances of 326,701 shares of common stock of Lucid Diagnostics Inc., with such shares having fair values of $653 (with the fair value measured as the quoted closing price on the dates the shares were issued), which was recognized as a current period expense included in general and administrative expenses in the accompanying consolidated statement of operations.

The APA-RDx provides for each of an acceleration and a cancellation of the remaining unpaid installment payments, summarized as follows:

	●	The payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx” (as such agreement is discussed below) is either terminated by LucidDx Labs Inc. without cause or if it is terminated by mutual agreement between the Company and RDx.

	●	The payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is terminated by LucidDx Labs Inc. for cause, defined as the occurrence of any one of: (i) a material breach by RDx which is not cured within thirty days of LucidDx Labs Inc. written notice; (ii) RDx becomes insolvent and /or bankrupt; or (ii) RDx fails to comply with applicable statutes, is barred from participating in federal health care programs, or by action of changes in law or regulation, or by action of judicial interpretation of law, or by judicial civil proceedings decisions.

Note 7 — Asset Purchase Agreement and Management Services Agreement - continued

Management Services Agreement - Research Dx Inc

LucidDx Labs Inc. and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022, with such agreement having a term of three years commencing on the agreement’s effective date, and an initial fee of $150 per quarter. The MSA-RDx provides for the cancellation of the remaining unpaid installment payments upon termination of the MSA-RDx for any reason or no reason by either party thereto.

Termination of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc

On February 14, 2023, through LucidDx Labs Inc, the Company entered into an agreement (the “MSA Termination Agreement”) with RDx, pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause. The termination was effective as February 10, 2023. Until the termination of the MSA-RDx, RDx had continued to provide certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx.

The MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $725. The payment was satisfied through the issuance of 553,436 shares of the Company’s common stock in February 2023. The Company was not required to make any cash payments in connection with the termination.

Schedule of Stock Options Issued and Outstanding Activities (Details) - 2028 Equity Plan [Member] - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of Stock Options, Outstanding Stock Options Beginning

1,419,242

1,399,242

Weighted Average Exercise Price, Weighted Average Grant Date Fair Value, Outstanding Stock Options Beginning

$ 0.73

$ 0.61

Remaining Contractual Term (Years), Outstanding Stock Options Ending

8 years 3 months 18 days

^[1]

8 years

Outstanding Stock Options, intrinsic value beginning

^[2]

$ 6,665

Number of Stock Options, Granted

^[3]

2,365,000

20,000

Weighted Average Exercise Price, Granted

^[3]

$ 3.68

$ 9.08

Number of Stock Options, Exercised

(965,341)

Weighted Average Exercise Price, Exercised

$ 0.72

Number of Stock Options, Forfeited

(253,524)

Weighted Average Exercise Price, Forfeited

$ 3.83

Remaining Contractual Term (Years), Outstanding Stock Options Beginning

7 years

Number of Stock Options, Outstanding Stock Options Ending

2,565,377

^[1]

1,419,242

Number of Stock Options, Outstanding Stock Options Ending

$ 3.14

^[1]

$ 0.73

Outstanding Stock Options, intrinsic value ending

^[2]

$ 428

^[1]

$ 6,665

Number of Stock Options, Vested and exercisable stock options

1,119,006

Weighted Average Exercise Price, Vested and exercisable stock options

$ 2.53

Remaining Contractual Term (Years), Vested and Exercisable

7 years 1 month 6 days

Vested and Exercisable Stock Options, intrinsic value

^[2]

$ 428

[1]	The outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics Inc. 2018 Equity Plan, as of December 31, 2022 and December 31, 2021.
[2]	The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc. common stock on each of December 31, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc. stock options, to the extent such quoted price is greater than the exercise price.
[3]	Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Incurred Expenses of Minority Shareholders

	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

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

Schedule of Fixed Assets (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Line Items]

Total Fixed Assets

$ 1,881

$ 975

Less Accumulated Depreciation

(289)

(4)

Total Fixed Assets, net

1,592

971

Computer and Office Equipment [Member]

Property, Plant and Equipment [Line Items]

Total Fixed Assets

$ 223

Computer and Office Equipment [Member] | Minimum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

2 years

Computer and Office Equipment [Member] | Maximum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

5 years

Laboratory Equipment [Member]

Property, Plant and Equipment [Line Items]

Total Fixed Assets

$ 1,526

845

Laboratory Equipment [Member] | Minimum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

3 years

Laboratory Equipment [Member] | Maximum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

7 years

Furniture and Fixtures [Member]

Property, Plant and Equipment [Line Items]

Total Fixed Assets

$ 131

Furniture and Fixtures [Member] | Minimum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

3 years

Furniture and Fixtures [Member] | Maximum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

5 years

Leasehold Improvements [Member]

Property, Plant and Equipment [Line Items]

Total Fixed Assets

$ 1

Leasehold Improvements [Member] | Minimum [Member]

Property, Plant and Equipment [Line Items]

Estimated Useful Life

^[1]

Asset under Construction [Member]

Property, Plant and Equipment [Line Items]

Total Fixed Assets

$ 20

[1]	Lesser of remaining lease term or estimated useful life.

Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders’ Equity

Note 15 — Stockholders’ Equity

Lucid Diagnostics Inc. Common Stock

As of December 31, 2022 and December 31, 2021 there were 40,518,792 and 34,917,907 shares of common stock issued and outstanding, respectively. As of December 31, 2022, PAVmed Inc. holds 31,302,420 shares, representing a majority-interest equity ownership and PAVmed Inc. has a controlling financial interest in Lucid Diagnostics Inc.

Committed Equity Facility and ATM Facility

On March 28, 2022, Lucid Diagnostics, Inc. 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 Lucid Diagnostics Inc. 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. As of December 31, 2022, under the committed equity facility, a total of 680,263 shares of common stock of the Company were issued for proceeds of approximately $1,807.

In connection with the execution of the agreement for the committed equity facility, the Company paid Cantor $1.0 million as consideration for its irrevocable commitment to purchase the shares upon the terms and subject to the satisfaction of the conditions set forth in such agreement. In addition, pursuant to the agreement, we agreed to reimburse Cantor for certain of its expenses. The Company also entered into a registration rights agreement with Cantor. The Company has the right to terminate the agreement at any time after initial satisfaction of the conditions to Cantor’s obligation to purchase shares under the facility, at no cost or penalty, upon three trading days’ prior written notice.

In November 2022, the Company entered into an “at-the-market offering” for up to $6.5 million of its common stock that may be offered and sold under a Controlled Equity Offering Agreement between the Company and Cantor Fitzgerald & Co. In the year ended December 31, 2022, there were no shares sold through the at-the-market equity facility. Subsequent to December 31, 2022, through March 9, 2023, we sold 230,068 shares through its at-the-market equity facility for approximately $0.3 million.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (56,171)	$ (28,078)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	1,936	4
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan	13,859	9,134
Stock-based compensation - PAVmed Inc. 2014 Equity Plan	1,132	465
APA-RDx: Issue common stock - settle installment payment	653
Changes in operating assets and liabilities:
Accounts receivable	183	(200)
Prepaid expenses and other current assets	1,163	(2,088)
Accounts payable	(445)	(665)
Accrued expenses and other current liabilities	333	926
Accrued CWRU License Agreement Fee		(223)
Due To: PAVmed Inc. - operating expenses, employee related costs, MSA Fee	7,672	3,057
Net cash flows used in operating activities	(29,685)	(17,668)
Cash flows from investing activities
Purchase of equipment	(908)	(862)
Asset acquisition	(3,200)
Net cash flows used in investing activities	(4,108)	(862)
Cash flows from financing activities
Proceeds – issue of common stock – initial public offering		70,000
Proceeds – issue of common stock – Committed Equity Facility	1,807
Payment – offering costs – initial public offering		(5,664)
Proceeds – exercise of stock options	695
Proceeds – issue common stock – Employee Stock Purchase Plan	109
Proceeds – Due To: PAVmed Inc. - working capital cash advances		7,739
Net cash flows provided by financing activities	2,611	72,075
Net increase (decrease) in cash	(31,182)	53,545
Cash, beginning of period	53,656	111
Cash, end of period	$ 22,474	$ 53,656

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 17 — Net Loss Per Share

The “Net loss per share basic and diluted” for the respective periods indicated - is as follows:

	2022			2021
	Years Ended December 31,
	2022			2021
Numerator
Net loss	$	(56,171	)	$	(28,078	)

Denominator
Weighted average common shares outstanding, basic and diluted		36,172,421			18,603,619

Net loss per share
Net loss per share - basic and diluted	$	(1.55	)	$	(1.51	)

Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2022 and 2021 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows:

	2022		2021
	December 31,
	2022		2021

Stock options		2,565,377		1,419,242
Unvested restricted stock awards		2,091,420		1,940,740
Total		4,656,797		3,359,982

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses Deposits And Other Current Assets
Advanced payments to service providers and suppliers	$ 371	$ 260
Prepaid insurance	52	1,578
Deposits	1,331	1,116
EsoCheck cell collection supplies	59	434
EsoGuard mailer supplies	52	59
Total prepaid expenses, deposits and other current assets	$ 1,865	$ 3,447

Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Net operating loss	$ 16,015	$ 11,023
Stock-based compensation expense	6,920	3,422
Accrued expenses	80	56
Depreciation & amortization	240
Research and development expenditures	2,442
Research and development tax credit carryforwards	295
Deferred tax assets	25,992	14,501
Deferred Tax Liabilities
Depreciation		(3)
Deferred Tax Liabilities		(3)
Deferred tax assets, net of deferred tax liabilities	25,992	14,498
Less: valuation allowance	(25,992)	(14,498)
Deferred tax assets, net after valuation allowance

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Issued and Outstanding Activities

Lucid Diagnostics Inc. stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

	Number of Stock Options			Weighted Average Exercise Price		Remaining Contractual Term (Years)		Intrinsic Value⁽²⁾
Outstanding stock options at December 31, 2020		1,399,242		$	0.61		8.0		-
Granted⁽¹⁾		20,000		$	9.08
Exercised		—		$	—
Forfeited		—		$	—
Outstanding stock options at December 31, 2021		1,419,242		$	0.73		7.0	$	6,665
Granted⁽¹⁾		2,365,000		$	3.68
Exercised		(965,341	)	$	0.72
Forfeited		(253,524	)	$	3.83
Outstanding stock options at December 31, 2022⁽³⁾		2,565,377		$	3.14		8.3	$	428
Vested and exercisable stock options at December 31, 2022		1,119,006		$	2.53		7.1	$	428

⁽¹⁾

Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

⁽²⁾

The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc. common stock on each of December 31, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc. stock options, to the extent such quoted price is greater than the exercise price.

⁽³⁾

The outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics Inc. 2018 Equity Plan, as of December 31, 2022 and December 31, 2021.

Schedule of Restricted Stock Award Activity

	Number of Restricted Stock Awards			Weighted Average Grant Date Fair Value
Unvested restricted stock awards as of December 31, 2020		—		$	—
Granted		1,947,795			12.76
Vested		—			—
Forfeited		(7,055	)		13.11
Unvested restricted stock awards as of December 31, 2021⁽¹⁾		1,940,740		$	12.76

Unvested restricted stock awards as of December 31, 2021		1,940,740		$	12.76
Granted		320,000			4.53
Vested		(169,320	)		13.48
Forfeited		—			—
Unvested restricted stock awards as of December 31, 2022⁽¹⁾		2,091,420		$	11.44

Schedule of Stock-Based Compensation Expense

The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, for the periods indicated, was as follows:

	2022		2021
	Years Ended December 31,
	2022		2021
Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue	$	13	$	—
Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses		968		8
Lucid Diagnostics Inc 2018 Equity Plan - general and administrative expenses		12,691		9,073
Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses		187		66
PAVmed Inc 2014 Equity Plan - cost of revenue		3		—
PAVmed Inc 2014 Equity Plan - sales and marketing expenses		654		202
PAVmed Inc 2014 Equity Plan - general and administrative expenses		262		38
PAVmed Inc 2014 Equity Plan - research and development expenses		213		212
Total stock-based compensation expense	$	14,991	$	9,599

Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

As of December 31, 2022, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, as discussed above, is as follows:

	Unrecognized Expense		Weighted Average Remaining Service Period (Years)
Lucid Diagnostics Inc. 2018 Equity Plan
Stock Options	$	3,248		2.1
Restricted Stock Awards	$	4,064		0.5
PAVmed Inc. 2014 Equity Plan
Stock Options	$	1,139		1.4
Restricted Stock Awards	$	148		1.0

Schedule of Stock-based Compensation Valuation Assumptions

	2022			2021
	Years Ended December 31,
	2022			2021
Expected term of stock options (in years)		5.6			5.7
Expected stock price volatility		71	%		70	%
Risk free interest rate		2.1	%		1.3	%
Expected dividend yield		—	%		—	%

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Annual dividends, amount per share	$ 0.00
Unrecognized tax benefits	$ 0
Penalties and interest accrued	$ 0	$ 0

Patent License Agreement - Case Western Reserve University (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Expense payment milestone		$ 200
Royalty expense		23	$ 25
Revenue from Contract with Customer, Excluding Assessed Tax		377	$ 500
Minimum [Member]
Royalty expense		$ 50
Prior to First Commercial Sale of Licensed Product [Member]
Sub-license proceeds percent		30.00%
After First Commercial Sale of Licensed Product [Member]
Sub-license proceeds percent		15.00%
Research and Development Expense [Member]
Expense payment milestone		$ 75
General and Administrative Expense [Member]
Expense payment milestone		100
Sales [Member]
Royalty expense		150
Sales [Member] \| Minimum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax		25,000
Sales [Member] \| Maximum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax		50,000
Sales One [Member]
Royalty expense		300
Sales One [Member] \| Minimum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax		50,000
Sales One [Member] \| Maximum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax		100,000
Sales Two [Member]
Royalty expense		600
Revenue from Contract with Customer, Excluding Assessed Tax		100,000
Case Western Reserve University [Member]
License agreement fee		$ 273
License agreement fee description		On the August 23, 2021 effective date of the Amended CWRU License Agreement, the remaining balance of $223 became payable, and such amount was paid in September 2021.
Remaining balance of license agreement fee		$ 223
Amendment fee	$ 10
Case Western Reserve University [Member] \| Royalty [Member] \| Amended License Agreement [Member]
Revenue, performance, description		Under the Amended CWRU License Agreement, the Company is required to pay a royalty fee to CWRU with respect to the “Licensed Products” (as defined in the CWRU License Agreement) of a percentage of “Net Sales”, as defined in the Amended CWRU License Agreement, as follows: 5.0% of Net Sales up to $100.0 million per year; and 8.0% of Net Sales of $100.0 million or greater per year, with such amounts subject-to a minimum annual royalty fee.
Royalty fee percentage		5.00%	5.00%

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 12 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following items as of:

	December 31, 2022		December 31, 2021
Compensation and Employee Benefits	$	879	$	557
CWRU Amended License Agreement - Royalty fee		10		25
Operating expenses		558		531
Total accrued expenses and other current liabilities	$	1,447	$	1,113

See Note 4, Patent License Agreement - Case Western Reserve University, for a discussion of the CWRU License Agreement.

Patent License Agreement - Case Western Reserve University

12 Months Ended

Dec. 31, 2022

Patent License Agreement - Case Western Reserve University

Patent License Agreement - Case Western Reserve University

Note 4 — Patent License Agreement - Case Western Reserve University

Overview

Lucid Diagnostics Inc. entered into a patent license agreement with Case Western Reserve University (“CWRU”), captioned the Amended and Restated License Agreement and dated August 23, 2021 (“Amended CWRU License Agreement”). The Amended CWRU License Agreement is a successor to and replaced in its entirety the previous CWRU License Agreement, dated May 12, 2018, between Lucid Diagnostics Inc. and CWRU. The Amended CWRU License Agreement terminates upon the expiration of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing rights granted by the FDA or other U.S. government agency, whichever comes later.

The Amended CWRU License Agreement (as did the predecessor CWRU License Agreement) provides for the exclusive worldwide license of the intellectual property rights for the proprietary technologies of two distinct technology components - the “EsoCheck Cell Collection Device” referred to as “EsoCheck®”; and a panel of proprietary methylated DNA biomarkers, a laboratory developed test (“LDT”), referred to as “EsoGuard®”; and together are collectively referred to as the “EsoGuard Technology”.

The CWRU License Agreement Fee was $273. On the August 23, 2021 effective date of the Amended CWRU License Agreement, the remaining balance of $223 became payable, and such amount was paid in September 2021. Additionally, also in September 2021, the Company paid a $10 amendment fee in connection with the Amended CWRU License Agreement. Additionally, the Amended CWRU License Agreement provides for each of patent fees reimbursement payments; milestone payments; and royalty payments - each as discussed below.

Patent Fees Reimbursement

Lucid Diagnostics Inc. is responsible for reimbursement of certain CWRU billed patent fees. See Note 5, Related Party Transactions, for patent fee reimbursement payments paid to CWRU in the years ended December 31, 2022 and 2021.

Milestones

The (predecessor) CWRU License Agreement contained milestones, including regulatory milestones with respect to the FDA 501(k) submission of EsoCheck and the FDA clearance of EsoCheck, respectively regulatory submissions and clearances; which were achieved in accordance with the requisite contractual due dates, for which a $75 research and development expense was recognized and paid with respect to the achievement of the regulatory milestone related to FDA clearance of EsoCheck. The CWRU License Agreement was amended effective February 12, 2021, to: change the achievement date of commercialization milestone from November 2020 to August 2021; to eliminate the payment with respect to the commercialization milestone; and to add a non-refundable $100 payment to CWRU in consideration for such changes to the commercialization milestone (“CWRU License Agreement Amendment Fee”), with such fee recognized as general and administrative expense as of December 31, 2020 and paid in February 2021. The regulatory milestone related to FDA PMA submission of a licensed product (“PMA Milestone”) is included in the Amended CWRU License Agreement, and is the sole remaining unachieved milestone, for which a $200 milestone payment would be payable to CWRU upon its achievement.

Royalty Fee

Under the Amended CWRU License Agreement, the Company is required to pay a royalty fee to CWRU with respect to the “Licensed Products” (as defined in the CWRU License Agreement) of a percentage of “Net Sales”, as defined in the Amended CWRU License Agreement, as follows: 5.0% of Net Sales up to $100.0 million per year; and 8.0% of Net Sales of $100.0 million or greater per year, with such amounts subject-to a minimum annual royalty fee.

The base minimum annual royalty fee is $50 commencing January 1 following the first anniversary of the “First Commercial Sale” of a “Licensed Product” (as such terms are defined in the Amended CWRU License Agreement). The minimum annual royalty fee increases to each of: $150 if the annual “Net Sales” (as defined in the Amended CWRU License Agreement) exceed $25.0 million up to $50.0 million; $300 if annual Net Sales exceed $50.0 million up to $100.0 million; and $600 if annual Net Sales exceed $100.0 million. The Company recognized a 5.0% royalty fee payment liability as of December 31, 2022 and 2021 with respect to the revenue recognized under the EsoGuard Commercialization Agreement, dated August 1, 2021, between Lucid Diagnostics Inc. and Research Dx Inc. The Company recorded a royalty expense of $23 and $25 for the years ended December 31, 2022 and 2021, respectively.

Additionally, the Company is required to pay a royalty fee on (sub-license) “Other Proceeds” (as defined in the Amended CWRU License Agreement) of: 30% of sub-license proceeds to extent the sub-license proceeds are realized prior to the first commercial Sale of a Licensed Product; or 15% of sub-license proceeds to extent the sub-license proceeds are realized after the first commercial Sale of a Licensed Product.

Consulting Agreements with Physician Inventors - Intellectual Property - CWRU License Agreement

Lucid Diagnostics Inc. entered into consulting agreements with each of the three physician inventors of the intellectual property licensed under the Amended CWRU License Agreement (“Physician Inventors”), with each such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided, and an expiration date of May 12, 2024, upon each of the respective the agreements’ renewal effective May 12, 2021. Additionally, each of the Physician Inventors have been granted stock options and restricted stock awards under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan; and stock options under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan. See Note 5, Related Party Transactions, with respect to the consulting fee expense and stock based compensation expense recognized with respect to the Physician Inventors consulting agreements and stock options and restricted awards discussed above; and Note 14, Stock-Based Compensation, for information regarding each of the “Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan” and the separate “PAVmed Inc. 2014 Long-Term Incentive Equity Plan”.

Intangible Assets, net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net

Note 11 — Intangible Assets, net

Intangible assets, less accumulated amortization, consisted of the following as of:

	Estimated Useful Life	December 31, 2022
Defensive technology	60 months	$	2,105
Laboratory licenses and certifications and laboratory information management software	24 months		3,200
Total Intangible assets			5,305
Less Accumulated Amortization			(1,860	)
Intangible Assets, net		$	3,445

The defensive technology intangible asset of $2.1 million (and approximately $0.2 million of accumulated amortization) was recognized by the Company as of the April 1, 2022 effective date of the transfer of CapNostics, LLC to the Company from PAVmed Subsidiary Corp (a wholly-owned subsidiary of PAVmed Inc.). The transfer was accounted for as entities under common control. The defensive technology intangible asset was recognized by PAVmed Subsidiary Corp upon its acquisition of CapNostics, LLC, an unrelated third-party, for total purchase consideration paid on the October 5, 2021 acquisition date of approximately $2.1 million in cash. The CapNostics LLC transaction was accounted for as an asset acquisition, resulting in the recognition of the defensive technology intangible asset. The defensive technology intangible asset is being amortized on a straight-line basis over an expected useful life 60 months commencing on the acquisition date.

As noted in Note 7, Asset Purchase Agreement and Management Services Agreement, the asset purchase agreement between the Company and ResearchDx Inc. (“APA-RDx”), is being accounted for as an asset acquisition. The intangible assets recognized under the APA-RDx are the laboratory licenses and certifications (inclusive of a CLIA certification, CAP accreditation, and clinical laboratory licenses for five (5) U.S. States transferred to the Company from RDx), and a laboratory information management software perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing on the APA-RDx February 25, 2022 transaction date.

Amortization expense of the intangible assets discussed above was $1,649 and $0 for the years ended December 31, 2022 and 2021, respectively, and is included in amortization of acquired intangible assets in the accompanying consolidated statements of operations. As of December 31, 2022, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:

Schedule of Future Amortization Expense


2023	$	2,021
2024		688
2025		421
2026		315
Total	$	3,445

Schedule of Restricted Stock Award Activity (Details) (Paranthetical) - Restricted Stock [Member] - shares		12 Months Ended
	Jan. 07, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock awards		320,000	1,947,795
2018 Equity Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock awards	320,000	50,000	50,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income Tax (Benefit) Expense

Income tax (benefit) expense for respective periods noted is as follows:

	2022			2021
	Year Ended December 31,
	2022			2021
Current
Federal, State and Local	$	—		$	—
Deferred
Federal		(12,703	)		(4,862	)
State and Local		1,209			(4,833	)
Current and Deferred tax (benefit) expense		(11,494	)		(9,695	)
Less: Valuation allowance reserve		11,494			9,695
Income tax (benefit) expense	$	—		$	—

Schedule of Reconciliation of Federal Statutory Income Tax Rate

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows:

	2022			2021
	Year Ended December 31,
	2022			2021
U.S. federal statutory rate		21.0	%		21.0	%
U.S. state and local income taxes, net of federal benefit		7.2	%		13.6	%
Permanent differences		0.6	%		—	%
Tax credits		0.5	%		—	%
Revaluation of state deferred taxes		(8.8	)%		—	%
Valuation allowance		(20.5	)%		(34.6	)%
Effective tax rate		—	%		—	%

Schedule of Net Deferred Tax Assets

The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

Schedule of Net Deferred Tax Assets

	2022			2021
	Year Ended December 31,
	2022			2021
Deferred Tax Assets
Net operating loss	$	16,015		$	11,023
Stock-based compensation expense		6,920			3,422
Accrued expenses		80			56
Depreciation & amortization		240			—
Research and development expenditures		2,442			—
Research and development tax credit carryforwards		295			—
Deferred tax assets	$	25,992		$	14,501

Deferred Tax Liabilities
Depreciation		—			(3	)
Deferred Tax Liabilities	$	—		$	(3	)

Deferred tax assets, net of deferred tax liabilities		25,992			14,498
Less: valuation allowance		(25,992	)		(14,498	)
Deferred tax assets, net after valuation allowance	$	—		$	—

Summary Description of the Company (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 14, 2021	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Gross proceeds			$ 70,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
IPO shares issued	5,000,000.0
Share price	$ 14.00
Gross proceeds	$ 70,000
Underwriting fees	4,900
Deferred offering cost	$ 700
IPO [Member] \| Parent Company [Member]
Subsidiary, Sale of Stock [Line Items]
IPO shares issued	571,428

Subsequent Events (Details Narrative) - USD ($)	Mar. 07, 2023	Mar. 13, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Preferred stock, stated value
Preferred stock, per share			$ 0.001	$ 0.001
Subsequent Event [Member] \| Senior Secured Convertible Note [Member]
Subsequent Event [Line Items]
Debt face value		$ 11,100,000
Subsequent Event [Member] \| Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Sale of stock	13,625
Preferred stock, stated value	$ 1,000
Preferred stock, per share	$ 1.394
Preferred stock dividend payment terms	The terms of the Series A Preferred Stock also include a one times preference on liquidation and a right to receive dividends equal to 20% of the number of shares into which such Series A Preferred Stock is convertible, payable on the one-year and two-year anniversary of the issuance date
Sale of stock	$ 13,625,000

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of Components of Lease Expense

The components of lease expense were as follows:

Schedule of Components of Lease Expense

	2022		2021
	Years Ended December 31,
	2022		2021
Operating lease cost	$	951	$	—
Short-term lease cost		95		32
Variable lease cost		20		—
Total lease cost	$	1,066	$	32

Schedule of Future Lease Payments of Operating Lease Liabilities

2023	$	1,078
2023	$	1,078
2024		1,019
2025		60
Total lease payments	$	2,157
Less: imputed interest		(158	)
Present value of lease liabilities	$	1,999

Schedule of Cash Flow Supplemental Information

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:

	Year Ended December 31,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	949		$	—
Non-cash investing and financing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,763		$	—
Weighted-average remaining lease term - operating leases (in years)		2.03			—
Weighted-average discount rate - operating leases		7.875	%		—	%

Schedule of Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,021
2024	688
2025	421
2026	315
Total	$ 3,445

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			Employee- 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
CapNostics, LLC transfer
Promissory Note Issuance		22,400		—		(15,939	)		(2,411	)		—		(4,050	)		—