Form 8-K Lucid Diagnostics Inc. For: Oct 18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 18, 2021

 

LUCID DIAGNOSTICS INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-40901		N/A
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

One Grand Central Place, Suite 4600

New York, New York 10165

(Address of Principal Executive Offices) (Zip Code)

 

(212) 949-4319

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		LUCD		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01.

Other Events.

 

On October 18, 2021, Lucid Diagnostics Inc. (the “Company”) consummated the initial public offering (“IPO”) of 5,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”). The shares of Common Stock were offered to the public through an underwriting syndicate acting on a firm commitment basis. The Common Stock was sold at a public offering price of $14.00 per share, generating gross proceeds of $70,000,000.

 

The underwriters for the offering received discounts and commissions equal to 7.0% of the aggregate purchase price of the Common Stock sold in the offering. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock from the Company at the initial public offering price less underwriting discounts and commissions.

 

Cantor and Canaccord Genuity are acting as joint book-running managers for the offering. BTIG and Needham & Company are acting as co-lead managers for the offering.

 

A copy of the press release issued by the Company announcing the consummation of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statement and Exhibits.

 

(d) Exhibits:

 

	Exhibit		Description
	99.1		Press Release.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 18, 2021

 

	LUCID DIAGNOSTICS INC.
	By:	/s/ Lishan Aklog, M.D
	Name:	Lishan Aklog, M.D.
	Title:	Chairman and Chief Executive Officer

 

 

Exhibit 99.1

 

 

Lucid Diagnostics Announces Closing of Nasdaq Initial Public Offering

 

NEW YORK, October 18, 2021—(GLOBE NEWSWIRE)— Lucid Diagnostics Inc. (Nasdaq: LUCD) (“Lucid”) a commercial-stage, cancer prevention medical diagnostics company, and subsidiary of PAVmed Inc. (Nasdaq: PAVM, PAVMZ) (“PAVmed”), today announced the closing on October 18, 2021 of its initial public offering (the “Offering”) of 5,000,000 shares of common stock at a price to the public of $14.00 per share for total gross proceeds of $70,000,000 before deducting underwriting discounts and commissions and estimated offering expenses.

 

In addition, Lucid has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock from Lucid at the initial public offering price less underwriting discounts and commissions.

 

Cantor and Canaccord Genuity are acting as joint book-running managers for the offering. BTIG and Needham & Company are acting as co-lead managers for the offering.

 

A registration statement relating to the securities being sold in the offering was declared effective by the Securities and Exchange Commission (“SEC”) on October 13, 2021. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification or publication of an offering prospectus under the securities laws of any such state or jurisdiction.

 

The offering is being made only by means of a written prospectus. Copies of the prospectus related to the offering can be accessed by visiting the SEC website at http://www.sec.gov. Alternatively, copies of the prospectus relating to the offering can be obtained from either of the following:

 

Cantor Fitzgerald & Co., Attention: Capital Markets Department

499 Park Avenue, 4th Floor, New York, NY 10022

[email protected]

 

Canaccord Genuity LLC, Attention: Syndicate Department

99 High Street, Suite 1200, Boston, MA 02110

[email protected]

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

About Lucid Diagnostics

 

Lucid Diagnostics Inc. (Nasdaq: LUCD) is a commercial-stage, cancer prevention medical diagnostics company, and subsidiary of PAVmed Inc. (Nasdaq: PAVM). Lucid is focused on the millions of patients with gastroesophageal disease (GERD), also known as chronic heartburn, who are at risk of developing esophageal precancer and cancer. Lucid’s EsoGuard^® Esophageal DNA Test, performed on samples collected in a brief noninvasive office procedure with its EsoCheck^® Esophageal Cell Collection Device, is the first and only commercially available diagnostic test capable of serving as a widespread screening tool to prevent cancer and cancer deaths through early detection of esophageal precancer in at-risk GERD patients. EsoGuard is commercialized in the U.S. as a Laboratory Developed Test (LDT). EsoCheck is commercialized in the U.S. as a 510(k)-cleared esophageal cell collection device. EsoGuard, used with EsoCheck, was granted FDA Breakthrough Device designation and is the subject of two large, actively enrolling, international multicenter clinical trials to support FDA PMA approval. Lucid is building a network of Lucid Test Centers where at-risk GERD patients can undergo the EsoCheck procedure for EsoGuard testing.

 

Forward-Looking Statements

 

This press release includes forward-looking statements. Forward-looking statements are any statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of Lucid’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Risks and uncertainties that may cause such differences include, among other things, the ability to complete Lucid’s initial public offering; volatility in the price of Lucid’s common stock; general economic and market conditions; the uncertainties inherent in research and development, including the cost and time required advance Lucid’s products to regulatory submission; whether regulatory authorities will be satisfied with the design of and results from Lucid’s clinical and preclinical studies; whether and when Lucid’s products are cleared by regulatory authorities; market acceptance of Lucid’s products once cleared and commercialized; Lucid’s ability to raise additional funding as needed; and other competitive developments. In addition, Lucid has been monitoring the COVID-19 pandemic and the pandemic’s impact on Lucid’s businesses. Lucid expects the significance of the COVID-19 pandemic, including the extent of its effect on its financial and operational results, to be dictated by, among other things, the success of efforts to contain the pandemic and the impact of such efforts on Lucid’s businesses. All of these factors are difficult or impossible to predict accurately and many of them are beyond Lucid’s control. In addition, new risks and uncertainties may arise from time to time and are difficult to predict. For a further list and description of these and other important risks and uncertainties that may affect Lucid’s future operations, see Lucid’s registration statement on Form S-1 filed with the Securities and Exchange Commission. Lucid disclaims any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in its expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.

 

Contacts

 

Investors

Lisa DeScenza

LaVoieHealthScience

(617) 351-0243

[email protected]

 

Media

Katie Gallagher / Kristi Bruno

LaVoieHealthScience

(617) 792-3937 / (617) 865-3940

[email protected]

 

 

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