View Filing Data

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Nov. 18, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40901
Entity Registrant Name	LUCID DIAGNOSTICS INC.
Entity Central Index Key	0001799011
Entity Tax Identification Number	82-5488042
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One Grand Central Place
Entity Address, Address Line Two	Suite 4600
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10165
City Area Code	(212)
Local Phone Number	949-4319
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	LUCD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		36,808,647

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Cash	$ 21,336	$ 111,255
Accounts receivable	200,000
Prepaid expenses, deposits, and other current assets	2,283,164	1,328,624
Total current assets	2,504,500	1,439,879
Other assets	791,812	755,000
Total assets	3,296,312	2,194,879
Current liabilities:
Accounts payable	2,840,505	2,057,574
Accrued expenses and other current liabilities	307,533	394,209
Due To: PAVmed Inc. - Senior Unsecured Promissory Note - Principal	22,400,000
Due To: PAVmed Inc. - MSA Fee, operating expenses, and interest expense	1,882,467	13,261,435
Total liabilities	27,430,505	15,713,218
Commitments and contingencies (Note 8)
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020
Common stock, $0.001 par value, 100,000,000 shares authorized; 14,114,707 shares issued and outstanding as of September 30, 2021 and December 31, 2020	14,115	14,115
Additional paid-in capital	6,450,060	293,521
Accumulated deficit	(30,598,368)	(13,825,975)
Total Stockholders’ (Deficit)	(24,134,193)	(13,518,339)
Total Liabilities and Stockholders’ Equity (Deficit)	$ 3,296,312	$ 2,194,879

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,114,707	14,114,707
Common stock, shares outstanding	14,114,707	14,114,707

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 200,000		$ 200,000
Cost of revenue	144,273		144,273
Gross profit	55,727		55,727
Operating expenses:
Commercial operations	978,048	335,163	2,688,519	671,636
General and administrative	3,397,613	470,278	7,731,391	1,260,371
Research and development	2,189,871	1,216,236	5,814,397	3,616,866
Total operating expenses	6,565,532	2,021,677	16,234,307	5,548,873
Loss from operations	(6,509,805)	(2,021,677)	(16,178,580)	(5,548,873)
Interest expense - Senior Unsecured Promissory Note	(446,814)		(593,813)
Loss before provision for income tax	(6,956,619)	(2,021,677)	(16,772,393)	(5,548,873)
Provision for income taxes
Net loss	$ (6,956,619)	$ (2,021,677)	$ (16,772,393)	$ (5,548,873)
Net loss per share - basic and diluted	$ (0.49)	$ (0.14)	$ (1.19)	$ (0.39)
Weighted average common shares outstanding, basic and diluted	14,114,707	14,114,707	14,114,707	14,114,347

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 14,110	$ 223,068	$ (5,546,458)	$ (5,309,280)
Beginning balance, shares at Dec. 31, 2019	14,110,004
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan	$ 5	4,994		4,999
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares	4,703
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan		39,344		39,344
Stock-based compensation - PAVmed Inc. 2014 Equity Plan		9,750		9,750
Net loss			(5,548,873)	(5,548,873)
Ending balance, value at Sep. 30, 2020	$ 14,115	277,156	(11,095,331)	(10,804,060)
Ending balance, shares at Sep. 30, 2020	14,114,707
Beginning balance, value at Jun. 30, 2020	$ 14,115	260,791	(9,073,654)	(8,798,748)
Beginning balance, shares at Jun. 30, 2020	14,114,707
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan		13,114		13,114
Stock-based compensation - PAVmed Inc. 2014 Equity Plan		3,251		3,251
Net loss			(2,021,677)	(2,021,677)
Ending balance, value at Sep. 30, 2020	$ 14,115	277,156	(11,095,331)	(10,804,060)
Ending balance, shares at Sep. 30, 2020	14,114,707
Beginning balance, value at Dec. 31, 2020	$ 14,115	293,521	(13,825,975)	$ (13,518,339)
Beginning balance, shares at Dec. 31, 2020	14,114,707
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares
Ending balance, value at Jun. 30, 2021	$ 14,115	3,677,858	(23,641,749)	$ (19,949,776)
Ending balance, shares at Jun. 30, 2021	14,114,707
Beginning balance, value at Dec. 31, 2020	$ 14,115	293,521	(13,825,975)	(13,518,339)
Beginning balance, shares at Dec. 31, 2020	14,114,707
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan		6,045,455		6,045,455
Stock-based compensation - PAVmed Inc. 2014 Equity Plan		111,084		111,084
Net loss			(16,772,393)	(16,772,393)
Ending balance, value at Sep. 30, 2021	$ 14,115	6,450,060	(30,598,368)	(24,134,193)
Ending balance, shares at Sep. 30, 2021	14,114,707
Beginning balance, value at Jun. 30, 2021	$ 14,115	3,677,858	(23,641,749)	(19,949,776)
Beginning balance, shares at Jun. 30, 2021	14,114,707
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan		2,716,747		2,716,747
Stock-based compensation - PAVmed Inc. 2014 Equity Plan		55,455		55,455
Net loss			(6,956,619)	(6,956,619)
Ending balance, value at Sep. 30, 2021	$ 14,115	$ 6,450,060	$ (30,598,368)	$ (24,134,193)
Ending balance, shares at Sep. 30, 2021	14,114,707

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Condensed Statements of Cash Flows - USD ($)	9 Months Ended
Condensed Statements of Cash Flows - USD ($)	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (16,772,393)	$ (5,548,873)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	3,444
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan	6,045,455	39,344
Stock-based compensation expense - PAVmed Inc. 2014 Equity Plan	111,084	9,750
Changes in operating assets and liabilities:
Accounts receivable	(200,000)
Prepaid expenses and other assets	(954,540)	(879,370)
Accounts payable	780,561	622,180
Accrued expenses and other liabilities	135,877	359,534
Accrued CWRU License Agreement Fee	(222,553)
Due To: PAVmed Inc. - operating expenses paid on-behalf-of Lucid Diagnostics Inc.	178,309	334,425
Due To: PAVmed Inc. - Management Services Agreement Fee	2,510,000	1,110,000
Due To: PAVmed Inc. - Interest Expense - Senior Unsecured Promissory Note	593,813
Net cash flows used in operating activities	(7,790,943)	(3,953,010)
Cash flows from investing activities
Purchase of equipment	(37,886)
Net cash flows used in investing activities	(37,886)
Cash flows from financing activities
Proceeds – exercise of stock options		4,999
Proceeds – Due To: PAVmed Inc. - working capital cash advances	7,738,910	3,978,500
Net cash flows provided by financing activities	7,738,910	3,983,499
Net increase (decrease) in cash	(89,919)	30,489
Cash, beginning of period	111,255	156,404
Cash, end of period	$ 21,336	$ 186,893

Summary Description of the Company

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary Description of the Company

Note 1 — Summary Description of the Company

The accompanying unaudited condensed financial statements are those of Lucid Diagnostics Inc. (“Lucid Diagnostics” or “the Company”), which was incorporated in the State of Delaware on May 8, 2018. Lucid Diagnostics Inc. is a majority-owned subsidiary of PAVmed Inc., as discussed below.

The Company operates in one segment as a medical diagnostics technology company focused on the relationship between ubiquitous gastroesophageal reflux disease - “GERD” - which is also known as chronic heartburn, acid reflux or simply reflux, and highly lethal esophageal cancer, specifically esophageal adenocarcinoma (EAC).

Lucid Diagnostics Inc. entered into a patent license agreement with Case Western Reserve University (“CWRU”), captioned the Amended and Restated License Agreement, 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. 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”. See Note 3, Patent License Agreement – Case Western Reserve University, for a discussion of the Amended CWRU License Agreement.

EsoCheck has received 510(k) marketing clearance from the FDA as an esophageal cell collection device in June 2019; and EsoGuard completed the certification required by the Clinical Laboratory Improvement Amendment (“CLIA”) and accreditation of the College of American Pathologists making it commercially available as a Laboratory Developed Test (“LDT”) in December 2019.

The EsoGuard^®diagnostic LDT and the EsoCheck^® cell sample collection device constitute the first and only commercially available diagnostic test capable of serving as a widespread screening tool to prevent EAC deaths through early detection of esophageal precancer and cancer in at-risk GERD patients.

Since its inception, the Company has advanced the proprietary technologies underlying EsoGuard and EsoCheck from the academic research laboratory to commercial diagnostics tests and devices with scalable manufacturing capacity. The Company is presently focused on expanding commercialization across multiple sales channels, including: the communication and education of medical practitioners and clinicians of the EsoGuard LDT; and establishing “Lucid Diagnostics Test Centers” for the collection of cell samples using EsoCheck and delivery of the collected cell samples to ResearchDX Inc. (“RDx”), a CLIA certified commercial laboratory service provider, for the performance of the EsoGuard LDT. Additionally, the Company is conducting two concurrent clinical trials, including each of: the “EsoGuard screening study” (“ESOGUARD-BE-1”); and the “EsoGuard case control study” (“ESOGUARD-BE-2”), to support United States Food and Drug Administration (“FDA”) pre-market approval (“PMA”) of the use of EsoGuard and EsoCheck as an in-vitro diagnostic medical device (“IVD”). Further, the Company is developing expanded clinical evidence to support recommendation of our products in professional society guidelines.

Note 1 — Summary Description of the Company - continued

Lucid Diagnostics Inc. Common Stock

Issued and Outstanding - September 30, 2021

Authorized Shares Increase and Stock-Split - October 6, 2021

Subsequent to September 30, 2021, effective October 6, 2021, the Lucid Diagnostics Inc. board of directors: increased the authorized shares of common stock of Lucid Diagnostics Inc. to 100.0 million shares; and declared a 1.411-to-1.0 common stock-split with respect to Lucid Diagnostics Inc. common stock, as discussed below.

PAVmed Inc Conversion of the Senior Unsecured Promissory Note Principal - October 13, 2021

Subsequent to September 30, 2021, on October 13, 2021, 15,803,200 shares of common stock of Lucid Diagnostics Inc. were issued to PAVmed Inc. upon the election by PAVmed Inc. to convert the $22.4 million face value principal of a Senior Unsecured Promissory Note, dated June 1, 2021, under the terms of such note, which was issued to PAVmed Inc. by Lucid Diagnostics Inc.

Lucid Diagnostics Inc. Initial Public Offering - October 14, 2021

Subsequent to September 30, 2021, on October 14, 2021, Lucid Diagnostics Inc. completed an initial public offering (“IPO”) of its common stock under an effective registration statement on Form S-1 (SEC File No. 333-259721), wherein a total of 5.0 million IPO shares of common stock were issued, with such total IPO shares inclusive of 571,428 IPO shares issued to PAVmed Inc., at an IPO offering price of $14.00 per share, resulting gross proceeds of $70.0 million, before underwriting fees of $4.9 million, and approximately $0.7 million of offering costs incurred by the Company.

Summary of Significant Accounting Policies and Recent Accounting Standards Updates

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Recent Accounting Standards Updates

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are those of Lucid Diagnostics Inc. on a stand-alone legal entity basis. 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 accompanying unaudited condensed financial statements of Lucid Diagnostics Inc. 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”) regarding interim financial reporting. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements at such date. The accompanying unaudited condensed financial statements have been prepared on the same basis as the Company’s annual financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of the Company’s unaudited condensed financial information.

Effective October 6, 2021, the Lucid Diagnostics Inc. board of directors: increased the authorized shares of common stock to 100.0 million shares; and declared a 1.411-to-1.0 common stock-split. All shares of common stock of the Company and per share amounts, for all periods presented, have been adjusted for the common stock-split, with such adjustment rounded-up to the next whole share in lieu of a fractional share, with no adjustment to the par value per share, inclusive of: the number of shares of common stock issued and outstanding (and the corresponding increase to common stock par value and decrease to additional paid in capital), along with the conversion price per share of the Senior Unsecured Promissory Note; basic and diluted weighted-average shares outstanding and the corresponding loss per share; and applicable notes to the financial statements, including: stock options granted, stock option exercise prices, and the number of restricted stock awards, and the respective fair value per share of the stock options and restricted stock awards, along with all other share and per share amounts for all periods presented as applicable.

The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or for any other future periods.

Use of Estimates

In preparing unaudited condensed 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 disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include the estimated fair value of stock-based equity awards, and the estimated fair value of financial instruments recognized as liabilities. In addition, 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.

Segment Data

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

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 a loss on deposits with commercial banks and financial institutions which exceed federally insured limits.

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Significant Accounting Policies - continued

Revenue Recognition

The Company recognizes revenue under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, (“ASC 606”). At its inception, an arrangement is accounted for under the provisions of ASC 606 as a contract with a customer when there is: a legally enforceable contract between the parties; the rights of the parties are identified; the arrangement has commercial substance; and collectability of the contract consideration is deemed probable. To determine revenue recognition for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

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 the 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. As of September 30, 2021 and December 31, 2020, the were no deferred offering costs.

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 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 and Recent Accounting Standards Updates - continued

Significant Accounting Policies - continued

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 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) and the PAVmed Inc. 2014 Long-Term Incentive Equity Plan (“PAVmed Inc. 2014 Equity Plan”).

The provisions of FASB Accounting Standard Update (“ASU”) 2018-07 (“ASU 2018-07”) amended FASB ASC Topic 718, Stock-Based Compensation, (“ASC 718”) to align the accounting for stock-based awards granted to nonemployees with the requirements for accounting for stock-based awards to employees; and superseded the previous guidance of FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). The adoption as of January 1, 2020 of the updated provisions of ASC 718, as amended by ASU 2018-07, had no effect on the Company’s financial statements.

In the year ended December 31, 2020, with respect to stock-based awards granted to the board of directors, employees, and non-employees, the Company recognizes stock-based compensation in accordance with the provisions of ASC 718, as amended by ASU 2018-07, wherein 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:

●	The expected term of stock options represents the period of time stock options are expected to be outstanding, which is the expected term derived using the simplified method and, through December 31, 2019 for non-employees was the remaining contractual term (under the previous provisions of ASC 505-50);

●	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, 2020 and 2019; and for stock options granted to non-employees in the year ended December 31, 2019, the period of volatility was commensurate with the remaining contractual term of the respective stock option (under the previous provisions ASC 505-50).

●	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 year ended December 31, 2019; and for stock options granted to non-employees in the year ended December 31, 2019, the period of volatility was commensurate with the remaining contractual term of the respective stock option (under the previous provisions ASC 505-50). There were no stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan in the year ended December 31, 2020;

●	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 PAVmed Inc. common stock used in the computation of estimated fair value of stock options granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share. The price per share of Lucid Diagnostics Inc. common stock used in the computation of estimated fair value of stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was estimated using a discounted cash flow method applied to a multi-year forecast of its future cash flows.

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Significant Accounting Policies - continued

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.

The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The accounting for warrants issued to purchase shares of common stock of the Company is based on the specific terms of the respective warrant agreement, and are generally classified as equity, but may be classified as a derivative liability if the warrant agreement provides required or potential full or partial cash settlement. A warrant classified as a derivative liability, or a bifurcated embedded conversion or settlement option classified as a derivative liability, is initially measured at its issue-date fair value, with such fair value subsequently adjusted at each reporting period, with the resulting fair value adjustment recognized as other income or expense. If upon the occurrence of an event resulting in the warrant liability or the embedded derivative liability being subsequently classified as equity, or the exercise of the warrant or the conversion option, the fair value of the derivative liability will be adjusted on such date-of-occurrence, with such date-of-occurrence fair value adjustment recognized as other income or expense, and then the derivative liability will be derecognized at such date-of-occurrence fair value.

The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values.

As of September 30, 2021 and December 31, 2020, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards - continued

Significant Accounting Policies - continued

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 September 30, 2021 and December 31, 2020.

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 September 30, 2021, 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 September 30, 2021 and December 31, 2020 or recognized during the nine months ended September 30, 2021 nor the year ended December 31, 2020. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position.

Lucid Diagnostics Inc. is included in the consolidated tax returns of PAVmed Inc. and Subsidiaries. Notwithstanding, the Lucid Diagnostics Inc. stand-alone legal entity estimated income tax provision was computed on an assumed separate income tax return, 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). 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.

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards - continued

Significant Accounting Policies - continued

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 the Senior Unsecured Promissory Note, dated June 1, 2021, and 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.

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. Under the provisions of ASC 205-40, 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.

Since its inception to the date of the Company’s IPO on October 14, 2021, the operations of Lucid Diagnostics Inc. have been funded by PAVmed Inc. providing working capital cash advances and the payment by PAVmed Inc. of certain operating expenses on-behalf-of Lucid Diagnostics Inc. Additionally, the daily operations of Lucid Diagnostics Inc. continue to be managed by personnel employed by 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 4, Related Party Transactions, for information with respect to the Management Services Agreement; and Note 5, 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 and medical device 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, of which is inclusive of the cash proceeds resulting from the Company’s IPO, the Company expects to be able to fund its future operations for one year from the date of the issue of the Company’s unaudited condensed financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September 30, 2021.

JOBS Act EGC Accounting Election

Lucid Diagnostics Inc. is an “emerging growth company” or “EGC” as defined in the Jumpstart Our Business Startups Act of 2012 (“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. In this regard, Lucid Diagnostics Inc. 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 and Recent Accounting Standards Updates - continued

Recent Accounting Standards Updates

Accounting Standards Updates Adopted

As of January 1, 2020, the Company adopted the (amended) guidance of ASC 718, as amended by ASU 2018-07, with respect to the recognition and measurement of stock-based compensation expense of stock-based awards granted to non-employees, which aligned the accounting for stock-based payments to nonemployees with the accounting for employees under ASC 718. The adoption of the amended guidance of ASC 718 did not have an effect on the Company’s financial statements.

As of January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement. The adoption of ASU 2018-13 did not have an effect on the Company’s financial statements.

As of January 1, 2020, the Company adopted the guidance of ASU 2017-11, issued by the FASB in July 2017, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) - Part I - Accounting for Certain Financial Instruments with Down-Round Features, and Part II - Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Principally, ASU 2017-11 amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share data will adjust their basic earnings per share calculation for the effect of the down-round feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down-round feature) and will also recognize the effect of the trigger within equity. Additionally, ASU 2017-11 also addresses “navigational concerns” within the FASB ASC related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, which has resulted in the existence of significant “pending content” in the ASC. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The guidance of ASU 2017-11 is effective for public business entities, as defined in the ASC Master Glossary, for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. With respect to all other entities, including the Company under its JOBS Act EGC Accounting Election, as discussed above, the guidance of ASU 2017-11 was effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The adoption of the ASU 2017-11 guidance as of January 1, 2020 did not have an effect on the Company’s financial statements.

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 instruments d 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 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. The Company’s adoption of the ASU 2019-12 guidance as of January 1, 2021 did not have an effect on the Company’s financial statements.

Accounting Standards Updates Not Yet Adopted

FASB ASC Topic 842, Leases, (“ASC 842”) (ASU No. 2016-02, Leases, February-2016 - “ASU 2016-02”) which 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 ASC 842 effective date for the Company is December 31, 2022 and for interim quarterly financial statements commencing March 31, 2023.

Patent License Agreement – Case Western Reserve University

9 Months Ended

Sep. 30, 2021

Patent License Agreement Case Western Reserve University

Patent License Agreement – Case Western Reserve University

Note 3 — Patent License Agreement – Case Western Reserve University

Overview

The CWRU License Agreement Fee was $272,553, of which $50,000 was previously paid in 2018. On the August 23, 2021 effective date of the Amended CWRU License Agreement, the remaining balance of $222,553 became payable, and such amount was paid in September 2021. Additionally, also in September 2021, the Company paid a $10,000 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 4, Related Party Transactions, for patent fee reimbursement payments paid to CWRU in the three and nine months ended September 30, 2021 and 2020.

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 $75,000 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 $100,000 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 $200,000 milestone payment would be payable to CWRU upon its achievement.

Note 3 — Patent License Agreement – Case Western Reserve University - continued

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 $50,000 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: $150,000 if the annual “Net Sales” (as defined in the Amended CWRU License Agreement) exceed $25.0 million up to $50.0 million; $300,000 if annual Net Sales exceed $50.0 million up to $100.0 million; and $600,000 if annual Net Sales exceed $100.0 million. The Company recognized a 5.0% royalty fee payment liability as of September 30, 2021 with respect to the revenue recognized under the EsoGuard Commercialization Agreement, dated August 1, 2021, between Lucid Diagnostics Inc. and Research Dx Inc. Prior to September 30, 2021, no royalty fee has been incurred under the CWRU license agreements.

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 4, 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 9, 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”.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Note 4 — Related Party Transactions

Case Western Reserve University and Physician Inventors - CWRU License Agreement

Case Western Reserve University (“CWRU”) and each of the three physician inventors of the intellectual property licensed under the CWRU License Agreement (“Physician Inventors”) each hold equity ownership minority interests in Lucid Diagnostics Inc. The expenses incurred with respect to the CWRU License Agreement and the three Physician Inventors, as classified in the accompanying unaudited condensed consolidated statement of operations for the periods indicated are summarized as follows:

	For the three months ended September 30,				For the nine months ended September 30,
	2021		2020		2021		2020
Cost of Revenue
CWRU – Royalty Fee	$	10,000	$	—	$	10,000	$	—

General and Administrative Expense
CWRU – License Agreement - Amendment Fee - Milestone III		10,000		—		10,000		—
Stock-based compensation expense – Physician Inventors’ restricted stock awards		273,000		—		637,000		—

Research and Development Expense
CWRU License Agreement - reimbursement of patent legal fees		82,400		79,497		195,363		138,381
EsoCheck devices provided to CWRU		—		—		—		14,941
Fees - Physician Inventors’ consulting agreements		8,035		20,455		21,950		73,875
Stock-based compensation expense – Physician Inventors’ stock options		55,455		5,750		113,584		17,250
Total Related Party Expenses	$	438,890	$	105,702	$	987,897	$	244,447

See Note 3, Patent License Agreement – Case Western Reserve University, for a discussion of: the Amended CWRU License Agreement; and the consulting agreements with the Physician Inventors; and Note 9, 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, including the stock-based equity awards granted to the Physician Inventors.

Note 4 — Related Party Transactions - continued

PAVmed Inc. - Management Services Agreement

The daily operations of Lucid Diagnostics Inc. 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 quarterly basis and is subject-to periodic adjustment corresponding with changes in the number of PAVmed Inc. employees providing services to Lucid Diagnostics Inc., with the change in the MSA Fee approved by each of the Lucid Diagnostics Inc. and PAVmed Inc. board of directors.

Lucid Diagnostics Inc. recognized MSA Fee expense of $870,000 and $570,000 in the three months ended September 30, 2021 and 2020, respectively; and $2,510,000 and $1,110,000 in the nine months ended September 30, 2021 and 2020, respectively. The MSA Fee expense classification in the unaudited condensed statement of operations for the periods noted is as follows:

	Cost of		Commercial		General &		Research &		Total
MSA Fee - Three Months Ended	Revenue		Operations		Administrative		Development		MSA Fee
- March 31, 2021	$	—	$	323,400	$	269,500	$	177,100	$	770,000
- June 30, 2021		—		295,800		348,000		226,200		870,000
- September 30, 2021		39,682		352,055		254,575		223,688		870,000
Total - Nine Months Ended
September 30, 2021	$	39,682	$	971,255	$	872,075	$	626,988	$	2,510,000

	Cost of		Commercial		General &		Research &		Total
MSA Fee - Three Months Ended	Revenue		Operations		Administrative		Development		MSA Fee
- March 31, 2020	$	—	$	43,200	$	118,800	$	108,000	$	270,000
- June 30, 2020		—		56,700		118,800		94,500		270,000
- September 30, 2020		—		148,200		245,100		176,700		570,000
Total - Nine Months Ended
September 30, 2020	$	—	$	248,100	$	482,700	$	379,200	$	1,110,000

The classification of the MSA Fee as presented above is based on the PAVmed Inc. quarterly 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 commercial operations 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 as general and administrative expense $7,500 and $21,000 in the three and nine months ended September 30, 2021, respectively; and $3,000 and $4,000 in the three and nine months ended September 30, 2020, respectively, in connection with the consulting agreement.

Due To PAVmed Inc.

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Due To PAVmed Inc.

Note 5 — Due To PAVmed Inc.

The aggregate Due To: PAVmed Inc., inclusive of the Senior Unsecured Promissory Note, for the periods indicated is summarized as follows:

	Note		Note		Advances			Payments			Fees			Total
	Principal		Interest
	Senior		Unsecured		Working			PAVmed
	Unsecured		Senior		Capital			Inc.
	Promissory		Promissory		Cash			OBO			MSA
	Note		Note		Advances			Payments			Fees			Total
Balance - December 31, 2020	$	—	$	—	$	8,200,000		$	2,361,435		$	2,700,000		$	13,261,435
Nine months ended September 30, 2021		—		—		7,738,910			178,309			2,510,000			10,427,219
Issue Unsecured Senior Promissory Note		22,400,000		—		(15,938,910	)		(2,411,090	)		(4,050,000	)		—
Unsecured Senior Promissory Note - - Interest Expense		—		593,813		—			—			—			593,813
Balance - September 30, 2021	$	22,400,000	$	593,813	$	—		$	128,654		$	1,160,000		$	24,282,467

	Principal		Interest
	Unsecured		Unsecured		Working		PAVmed
	Senior		Senior		Capital		Inc.
	Promissory		Promissory		Cash		OBO		MSA
	Note		Note		Advances		Payments		Fees		Total
Balance - December 31, 2019	$	—	$	—	$	2,621,500	$	1,678,927	$	1,020,000	$	5,320,427
Nine months ended September 30, 2020		—		—		3,978,500		334,425		1,110,000		5,422,925
Balance - September 30, 2020	$	—	$	—	$	6,600,000	$	2,013,352	$	2,130,000	$	10,743,352

Lucid Diagnostics Inc. has principally financed its operations through working capital cash advances from PAVmed Inc. and the periodic payment of certain operating expenses by PAVmed Inc. on-behalf-of Lucid Diagnostics Inc. (the “PAVmed Inc. OBO Payments”). Additionally, the daily operations of Lucid Diagnostics Inc. are managed by personnel employed by PAVmed Inc., for which the Company incurs expense according to the provisions of a Management Services Agreement (MSA) between the Company and PAVmed Inc (the “MSA Fee”). See Note 4, Related Party Transactions, for further information regarding the MSA.

Senior Unsecured Promissory Note

Subsequent to September 30, 2021, 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Prepaid Expenses, Deposits and Other Current and Non-Current Assets

9 Months Ended

Sep. 30, 2021

Prepaid Expenses Deposits And Other Current And Non-current Assets

Prepaid Expenses, Deposits and Other Current and Non-Current Assets

Note 6 — Prepaid Expenses, Deposits and Other Current and Non-Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of:

	September 30, 2021		December 31, 2020
Advanced payments to service providers and suppliers	$	1,246,057	$	311,041
Deposits		232,384		183,832
EsoCheck cell collection supplies		753,328		778,811
EsoGuard mailer supplies		51,395		54,940
Total prepaid expenses, deposits and other current assets	$	2,283,164	$	1,328,624

Non-Current Assets

The Company entered into an agreement with a clinical research organization (“CRO”) in connection with EsoGuard clinical trials (the “EsoGuard CRO Agreement”). The term of the EsoGuard CRO Agreement is from the September 2019 effective date to the conclusion of the respective clinical trials, but not to exceed 60 months from the effective date of the EsoGuard CRO Agreement. The CRO agreement may be cancelled with sixty days written notice, without an early termination fee. The Company incurred an on-account deposit of $755,000 as of September 30, 2021 and December 31, 2020, of which $643,000 had been paid as of December 31, 2020, with the remaining $112,000 paid in March 2021, with such deposit classified as a non-current asset in the line item captioned “Other assets” on the accompanying unaudited condensed balance sheet as of September 30, 2021 and December 31, 2020.

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 7 — Accrued Expenses and Other Current Liabilities

Accrued expenses and Other Current Liabilities for the periods indicated consist of the following:

	September 30, 2021		December 31, 2020
CWRU License Agreement fee	$	—	$	222,553
CWRU License Agreement Amendment fee		—		100,000
CWRU Amended License Agreement - Royalty Fee		10,000		—
Operating expenses		297,533		49,538
EsoCheck supplies		—		22,118
Total accrued expenses and other current liabilities	$	307,533	$	394,209

See Note 3, Patent License Agreement – Case Western Reserve University, for a discussion of the license agreement with CWRU.

Commitment and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitment and Contingencies

Note 8 — Commitment and Contingencies

Guaranty Agreement - PAVmed Inc. Senior Convertible Notes

Lucid Diagnostics Inc. was a party to a Security and Pledge Agreement, a Guaranty Agreement, and an Intellectual Property Security Agreement, (collectively the “Security Documents”), with respect to the issue by PAVmed Inc. of senior convertible notes, pursuant to which, among other things, the PAVmed Inc. obligations under certain of the senior convertible notes were guaranteed by Lucid Diagnostics Inc. The Security Documents had granted the lender’s Collateral Agent (as defined in the Security and Pledge Agreement) a security interest in all of the Lucid Diagnostics Inc. personal property to secure the PAVmed Inc. obligations under the Senior Convertible Notes. A portion of the proceeds from each of the Senior Convertible Notes were used to fund working capital cash advances from PAVmed Inc. to Lucid Diagnostics Inc.

Notwithstanding, all of the senior convertible notes issued by PAVmed Inc. were repaid-in-full during the three months ended March 31, 2021, and, accordingly, the related liens and guaranty agreements were terminated as of the respective repayment dates during such period.

Legal Proceedings

In the ordinary course of our business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows.

EsoGuard CRO Agreement

The Company entered into an agreement with a clinical research organization (“CRO”) in connection with the EsoGuard clinical trials, referred to as the EsoGuard CRO Agreement. The CRO will assist the Company with conducting two concurrent clinical trials referred to as the “EsoGuard screening study” and the “EsoGuard case control study”. The term of the EsoGuard CRO Agreement is from the September 2019 effective date to the conclusion of the respective clinical trials, but not to exceed 60 months from the effective date of the EsoGuard CRO Agreement. The CRO agreement may be cancelled with sixty days written notice, without an early termination fee.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 9 — Stock-Based Compensation

Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan

The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock awards, and other stock-based awards subject to limitations under applicable law. The Lucid Diagnostics Inc. 2018 Equity Plan grants are subject-to approval of the Lucid Diagnostics Inc. board of directors.

A total of 5,644,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan, with 3,104,200 shares available for grant as of September 30, 2021, exclusive of 423,300 Lucid Diagnostics Inc. stock options previously granted outside the Lucid Diagnostics Inc. 2018 Equity Plan.

Lucid Diagnostics Inc. 2018 Equity Plan - Stock Options

Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period indicated is as follows:

	Number Stock Options		Weighted Average Exercise Price		Remaining Contractual Term (Years)
Outstanding stock options at December 31, 2020		1,399,243	$	0.61		8.0
Granted⁽¹⁾		—	$	—
Exercised		—	$	—
Forfeited		—	$	—
Outstanding stock options at September 30, 2021		1,399,243	$	0.61		7.5
Vested and exercisable stock options at September 30, 2021		1,120,526	$	0.57		7.4

⁽¹⁾	Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant.

Previously, in January 2020, 4,703 stock options issued under the Lucid Diagnostics Inc. 2018 Equity Plan were exercised for cash proceeds of $4,999, resulting in the issue of the same number of shares of common stock of Lucid Diagnostics Inc.

The three Physician Inventors were each granted 141,100 stock options under the Lucid Diagnostics Inc. 2018 Equity Plan, with a grant date of May 12, 2018, an exercise price of $0.35 per share of common stock of Lucid Diagnostics Inc., vesting ratably on a quarterly basis commencing June 30, 2018 and ending March 31, 2021, and a contractual period of ten years from the date of grant.

See Note 4, Related Party Transactions, for a summary of the stock-based compensation expense recognized with respect to the stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to the Physician Inventors.

Note 9— Stock-Based Compensation - continued

Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan – Restricted Stock Awards

As of September 30, 2021, a total of 1,813,135 restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan, summarized as follows:

A total of 1,467,440 restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan in March 2021, inclusive of grants to employees of PAVmed Inc., a member of the board of directors of Lucid Diagnostics Inc. (who is also a member of the board of directors of PAVmed Inc.), and to each of the three physician inventors of the intellectual property licensed under the CWRU License Agreement (“Physician Inventors”), with such restricted stock awards having a single vesting date of March 1, 2023, and an aggregate grant date fair value of approximately $18.9 million, measured as discussed below, with such aggregate estimated fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period, and classified in general and administrative expense in the accompanying unaudited condensed statement of operations. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. See Note 4, Related Party Transactions, for a summary of the stock-based compensation expense recognized with respect to the restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan to the Physician Inventors.

A total of 91,715 restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan in April 2021, inclusive of grants to an employee of PAVmed Inc. and a member of the board of directors of Lucid Diagnostics Inc., with such restricted stock awards having a single vesting date in April 2023, and an aggregate grant date fair value of approximately $1.2 million, measured as discussed below, with such aggregate estimated fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period, with approximately $1.1 million classified in general and administrative expense and $0.1 million classified in research and development expense in the accompanying unaudited condensed statement of operations. Subsequent to September 30, 2021, as of October 1, 2021, 7,055 restricted stock awards granted in April 2021 were forfeited upon the employee’s termination of employment. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

A total of 253,980 restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan in the three months ended September 30, 2021, to members of the board of directors of Lucid Diagnostics Inc., with 169,320 restricted stock awards having annual vesting dates on the grant date anniversary in each of September 2022 and 2023; and 84,660 restricted stock awards having a single vesting date in July 2023. The restricted stock awards granted in the three months ended September 30, 2021, had an aggregate grant date fair value of approximately 3.4 million, measured as discussed below, with such aggregate estimated fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period, classified in general and administrative expense in the accompanying unaudited condensed statement of operations.

Subsequent to September 30, 2021, as of October 14, 2021, an additional 84,660 restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan to a member of the board of directors of Lucid Diagnostics Inc.

The estimated fair value of the restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, was determined 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. In this regard, the Lucid Diagnostics Inc. common stock grant-date estimated fair value was based upon an analysis of future values, assuming various outcomes, based upon the probability-weighted present value of expected future investment returns, considering each of the possible future outcomes available to Lucid Diagnostics Inc.

The PWERM principally involved (i) the identification of scenarios and related probabilities; (ii) determine the equity value under each scenario; and (iii) determine the common stock shareholders’ return in each scenario. The two scenarios identified were an initial public offering (“IPO”) of Lucid Diagnostics Inc. common stock (“IPO scenario”); and, to continue as a private company (“stay private scenario”). With respect to the IPO scenario, the valuation of the Lucid Diagnostics Inc. common stock was computed using assumptions, including dates of the IPO, to calculate an estimated pre-money valuation; and, with respect to the stay private scenario, an income approach was used, wherein a risk-adjusted discount rate is applied to projected future cash flows. A relative weighting of 75% - 97.5% was applied to the IPO scenario and 25% - 2.5% was assigned to the stay private scenario.

Note 9 — Stock-Based Compensation - continued

PAVmed Inc. 2014 Long-Term Incentive Equity Plan

The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics Inc. 2018 Equity Plan (as such equity plan is discussed above). The PAVmed Inc. 2014 Equity Plan is designed to enable PAVmed Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire a proprietary interest in PAVmed Inc. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock awards, and other stock-based awards subject to limitations under applicable law. The PAVmed Inc. 2014 Equity Plan grants are subject-to approval of the PAVmed Inc. board of directors compensation committee. The PAVmed Inc. 2014 Equity Plan is separate from the Lucid Diagnostics Inc. 2018 Equity Plan discussed above.

The three Physician Inventors were each granted 25,000 stock options under the PAVmed Inc. 2014 Equity Plan, with a grant date of May 12, 2018, an exercise price of $1.59 per share of common stock of PAVmed Inc., vesting ratably on a quarterly basis commencing June 30, 2018 and ending March 31, 2021, and a contractual period of ten years from the date of grant. Additionally, the three Physician Inventors were each granted 50,000 stock options under the PAVmed Inc. 2014 Equity Plan, with a grant date of June 21, 2021, an exercise price of $6.41 per share of common stock of PAVmed Inc., vesting ratably on a quarterly basis commencing June 30, 2021 and ending March 31, 2024, and a contractual period of ten years from the date of grant. See Note 4, Related Party Transactions, for a summary of the stock-based compensation expense recognized with respect to the stock options granted under the PAVmed Inc. 2014 Equity Plan to the Physician Inventors.

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expense	$	2,694,882	$	—	$	5,988,299	$	—
Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses		21,864		13,114		57,156		39,344
PAVmed Inc 2014 Equity Plan - research and development expenses		56,456		3,251		111,084		9,750
Total stock-based compensation expense – recognized by Lucid Diagnostics Inc	$	2,772,202	$	16,365	$	6,156,539	$	49,094

The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan to employees of PAVmed Inc., the Physician Inventors (as discussed above), and members of the board of directors of Lucid Diagnostics Inc., as well as the stock options granted under the PAVmed Inc. 2014 Equity Plan to the Physician Inventors (as discussed above).

Stock-based compensation expense recognized by Lucid Diagnostics Inc. with respect to stock options granted to the Physician Inventors under the PAVmed Inc. 2014 Equity Plan, as such stock options as discussed above, during the three and nine months ended September 30, 2021, was based on a weighted average fair value of $4.19 per share of PAVmed Inc. common stock, calculated using the Black-Scholes valuation model, with an expected term of 5.7 years, estimated PAVmed Inc. stock price volatility of 75%, a risk-free interest rate of 1.0%, and, an expected PAVmed Inc. common stock dividend yield of 0%.

Note 9 — Stock-Based Compensation - continued

As of September 30, 2021, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options granted under each of the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, as discussed above, is as follows:

	Unrecognized Stock-Based Compensation Expense		Weighted Average Remaining Service Period
Lucid Diagnostics Inc. 2018 Equity Plan
Stock Options	$	14,970		0.3 years
Restricted Stock Awards	$	17,491,130		1.5 years
PAVmed Inc. 2014 Equity Plan
Stock Options	$	520,665		2.5 years

Stockholders’ Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders’ Equity

Note 10 — Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 20 million shares of its preferred stock, par value of $0.001 per share, with such designation, rights, and preferences as may be determined from time-to-time by the Company’s board of directors. There were no shares of preferred stock issued and outstanding as of September 30, 2021 and December 31, 2020.

Common Stock

The Company is authorized to issue up to 100.0 million shares of common stock, par value of $0.001 per share.

As of September 30, 2021 and December 31, 2020, there were 14,114,707 shares of common stock of Lucid Diagnostics Inc. issued and outstanding, of which, PAVmed Inc. holds 11,552,562 shares, representing a majority-interest equity ownership and has a controlling financial interest in Lucid Diagnostics Inc. with the remaining minority-interest equity ownership held by Case Western Reserve University (“CWRU”); the individual physician inventors of the intellectual property underlying the Amended CWRU License Agreement (the “Physician Inventors”); and a consultant upon the exercise of stock options issued under the Lucid Diagnostics Inc. 2018 Equity Plan.

PAVmed Inc Conversion of the Senior Unsecured Promissory Note Principal - October 13, 2021

Lucid Diagnostics Inc. Initial Public Offering - October 14, 2021

- 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://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&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 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: 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 http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

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 http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 14
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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 http://asc.fasb.org/extlink&oid=123467817&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 http://asc.fasb.org/extlink&oid=123467817&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 http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 1
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+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Note 11 — Net Loss Per Share

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

	2021			2020			2021			2020
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Numerator
Net loss	$	(6,956,619	)	$	(2,021,677	)	$	(16,772,393	)	$	(5,548,873	)

Denominator
Weighted average common shares outstanding, basic and diluted		14,114,707			14,114,707			14,114,707			14,114,347

Net Loss per share
Net loss per share - basic and diluted	$	(0.49	)	$	(0.14	)	$	(1.19	)	$	(0.39	)

Basic weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2021 and 2020 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:

	September 30,
	2021		2020
Lucid Diagnostics Inc. 2018 Equity Plan:
- stock options		975,942		975,942
- unvested restricted stock awards		1,813,135		—
Stock options not granted under a plan		423,300		423,300
Total		3,212,377		1,399,242

Summary of Significant Accounting Policies and Recent Accounting Standards Updates (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Segment Data

Segment Data

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

Cash

Cash

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Significant Accounting Policies - continued

Revenue Recognition

Revenue Recognition

Offering Costs

Offering Costs

Research and Development Expenses

Research and Development Expenses

Patent Costs and Purchased Patent License Rights

Patent Costs and Purchased Patent License Rights

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Significant Accounting Policies - continued

Stock-Based Compensation

Stock-Based Compensation

●	The expected term of stock options represents the period of time stock options are expected to be outstanding, which is the expected term derived using the simplified method and, through December 31, 2019 for non-employees was the remaining contractual term (under the previous provisions of ASC 505-50);

●	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, 2020 and 2019; and for stock options granted to non-employees in the year ended December 31, 2019, the period of volatility was commensurate with the remaining contractual term of the respective stock option (under the previous provisions ASC 505-50).

●	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 year ended December 31, 2019; and for stock options granted to non-employees in the year ended December 31, 2019, the period of volatility was commensurate with the remaining contractual term of the respective stock option (under the previous provisions ASC 505-50). There were no stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan in the year ended December 31, 2020;

●	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.

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Significant Accounting Policies - continued

Financial Instruments Fair Value Measurements

Financial Instruments Fair Value Measurements

	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 September 30, 2021 and December 31, 2020, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments.

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards - continued

Significant Accounting Policies - continued

Income Taxes

Income Taxes

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards - continued

Significant Accounting Policies - continued

Net Loss Per Share

Net Loss Per Share

Financial Condition

Financial Condition

JOBS Act EGC Accounting Election

JOBS Act EGC Accounting Election

Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Recent Accounting Standards Updates

Recent Accounting Standards Updates

Accounting Standards Updates Adopted

Accounting Standards Updates Not Yet Adopted

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of Incurred Expenses of Minority Shareholders

	For the three months ended September 30,				For the nine months ended September 30,
	2021		2020		2021		2020
Cost of Revenue
CWRU – Royalty Fee	$	10,000	$	—	$	10,000	$	—

General and Administrative Expense
CWRU – License Agreement - Amendment Fee - Milestone III		10,000		—		10,000		—
Stock-based compensation expense – Physician Inventors’ restricted stock awards		273,000		—		637,000		—

Research and Development Expense
CWRU License Agreement - reimbursement of patent legal fees		82,400		79,497		195,363		138,381
EsoCheck devices provided to CWRU		—		—		—		14,941
Fees - Physician Inventors’ consulting agreements		8,035		20,455		21,950		73,875
Stock-based compensation expense – Physician Inventors’ stock options		55,455		5,750		113,584		17,250
Total Related Party Expenses	$	438,890	$	105,702	$	987,897	$	244,447

Schedule of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations

	Cost of		Commercial		General &		Research &		Total
MSA Fee - Three Months Ended	Revenue		Operations		Administrative		Development		MSA Fee
- March 31, 2021	$	—	$	323,400	$	269,500	$	177,100	$	770,000
- June 30, 2021		—		295,800		348,000		226,200		870,000
- September 30, 2021		39,682		352,055		254,575		223,688		870,000
Total - Nine Months Ended
September 30, 2021	$	39,682	$	971,255	$	872,075	$	626,988	$	2,510,000

	Cost of		Commercial		General &		Research &		Total
MSA Fee - Three Months Ended	Revenue		Operations		Administrative		Development		MSA Fee
- March 31, 2020	$	—	$	43,200	$	118,800	$	108,000	$	270,000
- June 30, 2020		—		56,700		118,800		94,500		270,000
- September 30, 2020		—		148,200		245,100		176,700		570,000
Total - Nine Months Ended
September 30, 2020	$	—	$	248,100	$	482,700	$	379,200	$	1,110,000

Due To PAVmed Inc. (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Senior Unsecured Promissory Note

	Note		Note		Advances			Payments			Fees			Total
	Principal		Interest
	Senior		Unsecured		Working			PAVmed
	Unsecured		Senior		Capital			Inc.
	Promissory		Promissory		Cash			OBO			MSA
	Note		Note		Advances			Payments			Fees			Total
Balance - December 31, 2020	$	—	$	—	$	8,200,000		$	2,361,435		$	2,700,000		$	13,261,435
Nine months ended September 30, 2021		—		—		7,738,910			178,309			2,510,000			10,427,219
Issue Unsecured Senior Promissory Note		22,400,000		—		(15,938,910	)		(2,411,090	)		(4,050,000	)		—
Unsecured Senior Promissory Note - - Interest Expense		—		593,813		—			—			—			593,813
Balance - September 30, 2021	$	22,400,000	$	593,813	$	—		$	128,654		$	1,160,000		$	24,282,467

	Principal		Interest
	Unsecured		Unsecured		Working		PAVmed
	Senior		Senior		Capital		Inc.
	Promissory		Promissory		Cash		OBO		MSA
	Note		Note		Advances		Payments		Fees		Total
Balance - December 31, 2019	$	—	$	—	$	2,621,500	$	1,678,927	$	1,020,000	$	5,320,427
Nine months ended September 30, 2020		—		—		3,978,500		334,425		1,110,000		5,422,925
Balance - September 30, 2020	$	—	$	—	$	6,600,000	$	2,013,352	$	2,130,000	$	10,743,352

Prepaid Expenses, Deposits and Other Current and Non-Current Assets (Tables)

9 Months Ended

Sep. 30, 2021

Prepaid Expenses Deposits And Other Current And Non-current Assets

Schedule of Prepaid Expenses and Other Current Assets

	September 30, 2021		December 31, 2020
Advanced payments to service providers and suppliers	$	1,246,057	$	311,041
Deposits		232,384		183,832
EsoCheck cell collection supplies		753,328		778,811
EsoGuard mailer supplies		51,395		54,940
Total prepaid expenses, deposits and other current assets	$	2,283,164	$	1,328,624

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

	September 30, 2021		December 31, 2020
CWRU License Agreement fee	$	—	$	222,553
CWRU License Agreement Amendment fee		—		100,000
CWRU Amended License Agreement - Royalty Fee		10,000		—
Operating expenses		297,533		49,538
EsoCheck supplies		—		22,118
Total accrued expenses and other current liabilities	$	307,533	$	394,209

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock Options Issued and Outstanding Activities

Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period indicated is as follows:

	Number Stock Options		Weighted Average Exercise Price		Remaining Contractual Term (Years)
Outstanding stock options at December 31, 2020		1,399,243	$	0.61		8.0
Granted⁽¹⁾		—	$	—
Exercised		—	$	—
Forfeited		—	$	—
Outstanding stock options at September 30, 2021		1,399,243	$	0.61		7.5
Vested and exercisable stock options at September 30, 2021		1,120,526	$	0.57		7.4

⁽¹⁾	Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant.

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expense	$	2,694,882	$	—	$	5,988,299	$	—
Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses		21,864		13,114		57,156		39,344
PAVmed Inc 2014 Equity Plan - research and development expenses		56,456		3,251		111,084		9,750
Total stock-based compensation expense – recognized by Lucid Diagnostics Inc	$	2,772,202	$	16,365	$	6,156,539	$	49,094

Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period

	Unrecognized Stock-Based Compensation Expense		Weighted Average Remaining Service Period
Lucid Diagnostics Inc. 2018 Equity Plan
Stock Options	$	14,970		0.3 years
Restricted Stock Awards	$	17,491,130		1.5 years
PAVmed Inc. 2014 Equity Plan
Stock Options	$	520,665		2.5 years

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Fully Diluted Net Loss Per Share

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

	2021			2020			2021			2020
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Numerator
Net loss	$	(6,956,619	)	$	(2,021,677	)	$	(16,772,393	)	$	(5,548,873	)

Denominator
Weighted average common shares outstanding, basic and diluted		14,114,707			14,114,707			14,114,707			14,114,347

Net Loss per share
Net loss per share - basic and diluted	$	(0.49	)	$	(0.14	)	$	(1.19	)	$	(0.39	)

Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share

	September 30,
	2021		2020
Lucid Diagnostics Inc. 2018 Equity Plan:
- stock options		975,942		975,942
- unvested restricted stock awards		1,813,135		—
Stock options not granted under a plan		423,300		423,300
Total		3,212,377		1,399,242

Summary Description of the Company (Details Narrative) - USD ($)	Oct. 14, 2021	Oct. 13, 2021	Oct. 06, 2021	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Common stock, shares issued					14,114,707	14,114,707
Common stock, shares outstanding					14,114,707	14,114,707
Common stock, shares authorized					100,000,000	100,000,000
Stock split, description			1.411-to-1.0
Offering costs				$ 0	$ 0
Subsequent Event [Member]
Common stock, shares authorized			100,000,000.0
Stock split, description			1.411-to-1.0
Subsequent Event [Member] \| IPO [Member]
Stock issued during period, shares	5,000,000.0
Sale of stock, price per share	$ 14.00
Proceeds from issuance of initial publoc offering	$ 70,000,000.0
Underwriting fees	4,900,000
Offering costs	$ 700,000
Subsequent Event [Member] \| Senior Notes [Member]
Debt conversion, shares issued upon conversion		15,803,200
Debt conversion, original debt amount		$ 22,400,000
PAVmed Inc. [Member]
Shares outstanding					11,552,562	11,552,562
Parent Company [Member] \| Subsequent Event [Member] \| IPO [Member]
Stock issued during period, shares	571,428

Summary of Significant Accounting Policies and Recent Accounting Standards Updates (Details Narrative)		9 Months Ended
	Oct. 06, 2021 shares	Sep. 30, 2021 USD ($) Segment $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares
Subsequent Event [Line Items]
Authorized shares of common stock \| shares		100,000,000		100,000,000
Common stock-split	1.411-to-1.0
Number of operating segment \| Segment		1
Deferred offering costs		$ 0	$ 0
Annual dividends, amount per share \| $ / shares		$ 0.00
Unrecognized Tax Benefits				$ 0
Penalties and interest accrued		$ 0		$ 0
Subsequent Event [Member]
Subsequent Event [Line Items]
Authorized shares of common stock \| shares	100,000,000.0
Common stock-split	1.411-to-1.0

Patent License Agreement – Case Western Reserve University (Details Narrative)	9 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2018 USD ($)
Expense payment milestone	$ 200,000
Minimum [Member]
Royalty Expense	$ 50,000
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	$ 75,000
General and Administrative Expense [Member]
Expense payment milestone	100,000
Sales [Member]
Royalty Expense	150,000
Sales [Member] \| Minimum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	25,000,000.0
Sales [Member] \| Maximum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	50,000,000.0
Sales One [Member]
Royalty Expense	300,000
Sales One [Member] \| Minimum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	50,000,000.0
Sales One [Member] \| Maximum [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	100,000,000.0
Sales Two [Member]
Royalty Expense	600,000
Revenue from Contract with Customer, Excluding Assessed Tax	100,000,000.0
Case Western Reserve University [Member]
License agreement fee	272,553	$ 50,000
Remaining balance of license agreement fee	222,553
Amendment fee	$ 10,000
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	0.050

Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Cost of Revenue	$ 144,273		$ 144,273
General and Administrative Expense	3,397,613	470,278	7,731,391	1,260,371
Research and Development Expense	2,189,871	1,216,236	5,814,397	3,616,866
Total Related Party Expenses	438,890	105,702	987,897	244,447
CWRU - Royalty Fee [Member]
Cost of Revenue	10,000		10,000
CWRU - License Agreement - Amendment Fee - Milestone III [Member]
General and Administrative Expense	10,000		10,000
Stock-based compensation expense - Physician Inventors' restricted stock awards [Member]
General and Administrative Expense	273,000		637,000
CWRU License Agreement - reimbursement of patent legal fees [Member]
Research and Development Expense	82,400	79,497	195,363	138,381
EsoCheck devices provided to CWRU [Member]
Research and Development Expense				14,941
Fees - Physician Inventors' consulting agreements [Member]
Research and Development Expense	8,035	20,455	21,950	73,875
Stock-based compensation expense - Physician Inventors' stock options [Member]
Research and Development Expense	$ 55,455	$ 5,750	$ 113,584	$ 17,250

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.13-02(a)(5))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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-Section 50
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-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
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+ Details