Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 60 E. 42nd Street | |
Entity Address, Address Line Three | 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, $0.001 par value per share | |
Trading Symbol | LUCD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,138,036 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 47,919 | $ 53,656 |
Accounts receivable | 89 | 200 |
Prepaid expenses, deposits, and other current assets | 4,324 | 3,447 |
Total current assets | 52,332 | 57,303 |
Fixed assets, net | 1,095 | 971 |
Operating lease right-of-use assets | 2,224 | |
Intangible assets, net | 5,714 | |
Other assets | 695 | 725 |
Total assets | 62,060 | 58,999 |
Current liabilities: | ||
Accounts payable | 4,462 | 1,490 |
Accrued expenses and other current liabilities | 2,226 | 1,113 |
Operating lease liabilities, current portion | 769 | |
Contingent purchase consideration payable | 4,887 | |
Due To: PAVmed Inc. - MSA Fee and operating expenses | 1,770 | 1,657 |
Total current liabilities | 14,114 | 4,260 |
Long-term liabilities | ||
Operating lease liabilities, less current portion | 1,455 | |
Total long-term liabilities | 1,455 | |
Total liabilities | 15,569 | 4,260 |
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 35,171,796 and 34,917,907 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 35 | 35 |
Additional paid-in capital | 100,630 | 96,608 |
Accumulated deficit | (54,174) | (41,904) |
Total Stockholders’ Equity | 46,491 | 54,739 |
Total Liabilities and Stockholders’ Equity | $ 62,060 | $ 58,999 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 35,171,796 | 34,917,907 |
Common stock, shares outstanding | 35,171,796 | 34,917,907 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 189 | |
Cost of revenue | 369 | |
Gross profit (loss) | (180) | |
Operating expenses: | ||
Sales and marketing | 3,318 | 689 |
General and administrative | 5,718 | 1,212 |
Research and development | 2,881 | 1,752 |
Total operating expenses | 11,917 | 3,653 |
Loss from operations | (12,097) | (3,653) |
Other income (expense): | ||
Change in fair value - contingent consideration payable | (173) | |
Other income (expense), net | (173) | |
Loss before provision for income tax | (12,270) | (3,653) |
Provision for income taxes | ||
Net loss | $ (12,270) | $ (3,653) |
Net loss per share - basic and diluted | $ (0.35) | $ (0.26) |
Weighted average common shares outstanding, basic and diluted | 35,123,039 | 14,114,437 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 10 | $ 298 | $ (13,826) | $ (13,518) |
Beginning balance, shares at Dec. 31, 2020 | 14,114,707 | |||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 802 | 802 | ||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 3 | 3 | ||
Net loss | (3,653) | (3,653) | ||
Ending balance, value at Mar. 31, 2021 | $ 10 | 1,103 | (17,479) | (16,366) |
Ending balance, shares at Mar. 31, 2021 | 14,114,707 | |||
Beginning balance, value at Dec. 31, 2021 | $ 35 | 96,608 | (41,904) | 54,739 |
Beginning balance, shares at Dec. 31, 2021 | 34,917,907 | |||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan | 187 | $ 187 | ||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares | 253,889 | 253,889 | ||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 3,537 | $ 3,537 | ||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 298 | 298 | ||
Net loss | (12,270) | (12,270) | ||
Ending balance, value at Mar. 31, 2022 | $ 35 | $ 100,630 | $ (54,174) | $ 46,491 |
Ending balance, shares at Mar. 31, 2022 | 35,171,796 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (12,270) | $ (3,653) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 24 | 3 |
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 3,537 | 802 |
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 298 | 3 |
Fair value adjustment to contingent consideration payable | 173 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 111 | |
Prepaid expenses and other current assets | 168 | 104 |
Accounts payable | 1,958 | (1,269) |
Accrued expenses and other current liabilities | 112 | (108) |
Due To: PAVmed Inc. - operating expenses paid on-behalf-of Lucid Diagnostics Inc. | (510) | 33 |
Due To: PAVmed Inc. - Management Services Agreement Fee | 770 | |
Due To: PAVmed Inc. - Employee Related Costs | 623 | |
Net cash flows used in operating activities | (5,776) | (3,315) |
Cash flows from investing activities | ||
Purchase of equipment | (148) | (9) |
Net cash flows used in investing activities | (148) | (9) |
Cash flows from financing activities | ||
Proceeds – exercise of stock options | 187 | |
Proceeds – Due To: PAVmed Inc. - working capital cash advances | 3,300 | |
Net cash flows provided by financing activities | 187 | 3,300 |
Net increase (decrease) in cash | (5,737) | (24) |
Cash, beginning of period | 53,656 | 111 |
Cash, end of period | $ 47,919 | $ 87 |
Summary Description of the Comp
Summary Description of the Company | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary Description of the Company | Note 1 — Summary Description of the Company The accompanying unaudited condensed consolidated 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 commercial-stage medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease - “GERD” - which is also known as chronic heartburn, acid reflux or simply reflux, who are at risk for developing esophageal precancer and cancer, specifically highly lethal 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. 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 Up and until February 25, 2022, delivery of the collected cell samples were sent to ResearchDX Inc. (“RDx”), a CLIA certified commercial laboratory service provider, for the performance of the EsoGuard LDT. See LucidDx Labs, Inc. and Asset Purchase Agreement-February 2022 below. 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 a 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 Since its inception and through 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 5, Related Party Transactions Due To PAVmed 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 and other debt and equity committed sources of capital with Lucid and its parent company, PAVmed, 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 consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended March 31, 2022. Lucid Diagnostics Inc. Initial Public Offering - October 14, 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 5.0 571,428 14.00 70.0 4.9 0.7 LucidDx Labs Inc. In December 2021, Lucid Diagnostics, Inc. formed a new wholly owned subsidiary, LucidDx Labs Inc., principally to construct and operate a Company-owned Commercial Lab Improvements Act (“CLIA”) certified, College of American Pathologists (“CAP”) accredited commercial clinical laboratory. On February 25, 2022, LucidDx Labs, Inc., entered into an asset purchase agreement (“APA”) with ResearchDx, Inc. (“RDx”), an unrelated third-party - “RDx APA”. Under the RDx APA, LucidDx Labs Inc. acquired certain assets from RDx to be combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. See Note 7, Acquisitions - Asset Purchase Agreement - Research Dx Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards Updates | 3 Months Ended |
Mar. 31, 2022 | |
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 Significant Accounting Policies The Company’s significant accounting policies are as disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 6, 2022, except as otherwise noted herein below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiary, LucidDx Labs Inc. All intercompany transactions and balances have been eliminated in consolidation. Lucid Diagnostics Inc. (“the Company”) is a majority-owned consolidated subsidiary of PAVmed Inc., which has a majority equity ownership interest and has financial control of Lucid Diagnostics Inc. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Use of Estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards and contingent consideration. Other significant estimates include the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Contingent Consideration Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to milestone achievements, the Company estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within other income (expense), net in the Company’s unaudited condensed consolidated statements of operations. Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates Recent Accounting Standards Updates Adopted Effective December 31, 2021, the Company adopted FASB ASC Topic 842, Leases, (“ASC 842”). ASC 842 established a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements. See Note 9, Leases. |
Patent License Agreement - Case
Patent License Agreement - Case Western Reserve University | 3 Months Ended |
Mar. 31, 2022 | |
Patent License Agreement - Case Western Reserve University | |
Patent License Agreement - Case Western Reserve University | Note 3 — Patent License Agreement - Case Western Reserve University The Company has a patent license agreement with CWRU which provides for each of patent fees reimbursement payments, milestone payments and royalty payments - each as discussed below. For further details of this agreement, see Note 3 of the Company’s Consolidated Financial Statements in the Company’s Form 10-K for the year ended December 31, 2021. Lucid Diagnostics Inc. is responsible for reimbursement of certain CWRU billed patent fees. See Note 5, Related Party Transactions The CWRU License Agreement contained milestones for which a $ 75 research and development expense was recognized and paid with respect to the achievement of the regulatory milestone related to FDA clearance of EsoCheck. The CWRU License Agreement was amended effective February 12, 2021 such that a regulatory milestone related to FDA PMA submission of a licensed product (“PMA Milestone”) is included in the Amended CWRU License Agreement, and is the sole remaining unachieved milestone, for which a $ 200 milestone payment would be payable to CWRU upon its achievement. Note 3 — Patent License Agreement - Case Western Reserve University 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. 10 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 4 — Revenue from Contracts with Customers Revenue is recognized when the satisfaction of the performance obligation occurs, which is when the delivery of product and /or the provision of service is rendered, and is measured as the amount of estimated consideration expected to be realized. In the period ended March 31, 2022, the Company recognized revenue under the EsoGuard Commercialization Agreement, dated August 1, 2021, as discussed below. EsoGuard Commercialization Agreement The Company entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its CLIA certified commercial laboratory service provider, ResearchDX Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement initial term was on a month-to-month basis and was terminated on February 25, 2022 upon the execution of the RDx APA. See Note 7, Acquisitions - Asset Purchase Agreement - Research Dx Inc. Revenue Recognized In the three months ended March 31, 2022, the Company recognized total revenue of $ 189 under the EsoGuard Commercialization Agreement , which represents the minimum fixed monthly fee of $ 100 for the period January 1, 2022 to the February 25, 2022 termination date as discussed above. The monthly fee was deemed to be collectible for such period as RDx has timely paid the applicable respective monthly fee. Cost of Revenue The cost of revenue recognized with respect to the revenue recognized under the EsoGuard Commercialization Agreement for the period January 1, 2022 to February 25, 2022 totaled $ 369 , inclusive of employee related costs of employees engaged in the delivery of the administration to patients of the EsoCheck cell sample collection procedure, EsoCheck devices and EsoGuard mailers (cell sample shipping costs) distributed to medical practitioners’ locations and the Lucid Test Centers; Lucid Test Centers operating expenses, including rent expense and supplies; and royalty fees incurred under the Amended CWRU License Agreement. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — 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 consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 9 $ — Cost of Revenue 369 - General and Administrative Expense Stock-based compensation expense – Physician Inventors’ restricted stock awards 272 91 General and Administrative Expense 5,718 1,212 Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees — — Fees - Physician Inventors’ consulting agreements 8 13 Sponsored research agreement 3 — Stock-based compensation expense – Physician Inventors’ stock options 46 6 Research and Development Expense 2,881 1,752 Total Related Party Expenses $ 338 $ 110 Lucid Diagnostics Inc. entered into consulting agreements with each of the three 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 the agreements’ renewal effective May 12, 2021. Additionally, as discussed below, each of the Physician Inventors have been granted stock options under the PAVmed Inc. 2014 Long-Term Incentive Equity Plan, and stock options and restricted stock awards under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. Under each of their respective (initial) consulting agreements with Lucid Diagnostics Inc., the three Physician Inventors were each granted 25,000 1.59 ten years 50,000 6.41 On March 1, 2021, restricted stock awards were granted under the Lucid Diagnostics Inc. 2018 Equity Plan to each of the three Physician Inventors, with such restricted stock awards having a single vesting date of March 1, 2023, with the fair value of such restricted stock awards recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. Note 5 — Related Party Transactions 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 $ 1,170 770 in the periods ended March 31, 2022 and 2021, respectively. The MSA Fee expense classification in the unaudited condensed consolidated statement of operations for the periods noted is as follows: Schedule of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenues $ — $ — Sales & Marketing 183 323 General & Administrative 640 270 Research & Development 347 177 Total MSA Fee $ 1,170 $ 770 The classification of the MSA Fee as presented above is based on the PAVmed Inc. classification of employee salary expense. In this regard, PAVmed Inc. classifies employee salary expense as cost-of-revenue for employees engaged in service delivery under the EsoGuard Commercialization Agreement, and sales and marketing expenses for employees performing sales, marketing, and reimbursement activities and functions, general and administrative, and research and development except for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, for which such employee salary is classified as research and development expense. Other Related Party Transactions Lucid Diagnostics Inc. previously entered into a consulting agreement with Stanley N. Lapidus, effective June 2020 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. In July 2021, Mr. Lapidus was appointed as Vice Chairman of the Board of Directors of Lucid Diagnostics Inc. Lucid Diagnostics Inc. recognized general and administrative expense of $ 6 in the period ended March 31, 2021 in connection with the consulting agreement. |
Due To PAVmed Inc.
Due To PAVmed Inc. | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Due To PAVmed Inc. | Note 6 — 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: Schedule of Senior Unsecured Promissory Note Working Capital Cash Advances PAVmed Inc. OBO Payments Employee-Related Costs MSA Fees Total Balance - December 31, 2021 $ — $ 620 $ 1,037 $ — $ 1,657 MSA fees — — — 1,170 1,170 On Behalf Of (OBO) activities — 153 — — 153 ERC - Payroll & Benefits — — 2,122 — 2,122 Cash payments to PAVmed Inc. — (662 ) (1,500 ) (1,170 ) (3,332 ) Balance - March 31, 2022 $ — $ 111 $ 1,659 $ — $ 1,770 Prior to the Company’s initial public offering (IPO), it 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 (the “MSA”) between the Company and PAVmed Inc (the “MSA Fee”). See Note 5 , Related Party Transactions |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 7 — Acquisitions Asset Purchase Agreement - ResearchDx Inc. On February 25, 2022, LucidDx Labs, Inc., entered into an asset purchase agreement (“APA”) with ResearchDx, Inc. (“RDx”), an unrelated third-party - “RDx APA”. Under the RDx APA, LucidDx Labs Inc. acquired certain assets from RDx to be combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to consummation of the RDx APA, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited laboratory. As of March 31, 2022, the Company’s preliminary analysis is the RDx APA transaction is a business combination, resulting in the recognition and measurement of a preliminary purchase consideration in accordance with the valuation methodology described in Note 2, Summary of Significant Accounting Policies and Recent Accounting Standards Updates Under the terms of the RDx APA, LucidDx Labs Inc. will pay RDx an aggregate purchase price of up to $ 6.2 million for the acquired assets. The total of $ 6.2 million is comprised of non-contingent purchase consideration of $ 1.0 million (included in “Accrued expenses and other liabilities” in the accompanying unaudited condensed consolidated balance sheets, as of March 31, 2022), and contingent purchase consideration of a total of $ 5.2 million face value, with such contingent purchase consideration having a preliminary $ 4,714 initial estimated fair value as of the transaction date. The preliminary $ 5,714 purchase consideration (inclusive of both the non-contingent and contingent purchase consideration discussed above) is unallocated as of March 31, 2022, and as such is included in intangible assets in the accompanying unaudited consolidated balance sheet. The preliminary estimated fair value of the contingent purchase price consideration and the identification and estimated fair value of acquired assets are subject-to further revision. Concurrent with the RDx APA, LucidDx Labs Inc. and RDx also entered into a management services agreement (“RDx MSA”), with a term of three years 1.8 Pro Forma Information. The RDx APA transaction impact for purposes of pro forma financial statement disclosures would have primarily impacted the Company’s EsoGuard Commercialization Agreement with RDx, summarized as follows: Schedule of Business Acquisition Pro Forma Information Three Months Ended March 31, 2022 2021 Revenue As reported $ 189 $ — Pro forma $ — $ — Net Loss As reported $ (12,270 ) $ (3,653 ) Pro forma $ (12,459 ) $ (3,653 ) Basic and diluted net loss per share As reported $ (0.35 ) $ (0.26 ) Pro forma $ (0.35 ) $ (0.26 ) |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses Deposits And Other Current Assets | |
Prepaid Expenses, Deposits, and Other Current Assets | Note 8 — Prepaid Expenses, Deposits, and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 259 $ 260 Prepaid insurance 1,052 1,578 Deposits 1,668 1,116 Deferred financing charges 1,014 — EsoCheck cell collection supplies 266 434 EsoGuard mailer supplies 65 59 Total prepaid expenses, deposits and other current assets $ 4,324 $ 3,447 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Leases | Note 9 — Leases Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Cash Flow Supplemental Information 2022 2021 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 224 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,404 $ — Weighted-average remaining lease term - operating leases (in years) 2.72 — Weighted-average discount rate - operating leases 7.875 % — % As of March 31, 2022, the Company’s right-of-use assets from operating leases are $ 2,224 , which are reporting in right-of-use assets - operating leases in the unaudited condensed consolidated balance sheets. As of March 31, 2022, the Company has outstanding operating lease obligations of $ 2,224 , of which $ 769 is reported in operating lease liabilities, current portion and $ 1,455 is reporting in operating lease liabilities less current portion in the Company’s unaudited condensed consolidated balance sheets. The Company did not have operating leases as of December 31, 2021. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open market. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 10 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting dates noted is as follows: Schedule of Fair value Measurement on Recurring Basis Level-1 Inputs Level-2 Inputs Level-3 Inputs Total Fair Value Measurement on a Recurring Basis at Reporting (1) Level-1 Inputs Level-2 Inputs Level-3 Inputs Total March 31, 2022 Contingent consideration payable (1) $ — $ — $ 4,887 $ 4,887 Totals (1) $ — $ — $ 4,887 $ 4,887 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended March 31, 2022. Fair value measurements of contingent consideration The Company recorded $ 4.9 million, which is the fair value, of contingent consideration related to the RDx acquisition. The Company is required to make contingent consideration payments of up to $ 5.2 million related to the RDx APA agreement. The contingent agreement is based on achieving milestones to obtain certain certifications and licensing rights. The Company estimated the fair value on a probability based model that assessed achievement of such milestones. The model used present value factors, that applied probability ranges of 94 99% 7.875% The final settlement of contingent consideration liabilities for the acquisition could vary from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in other income (expense), net. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Reconciliation of Liability Measured at Fair Value Recurring Basis Using Unobservable Inputs March 31, 2022 Fair value of contingent consideration at the date of acquisition $ 4,714 Payments — Change in fair value of contingent consideration 173 Contingent consideration payable $ 4,887 As of December 31, 2021 there were no |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 11 — 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 separate and apart from the PAVmed Inc. 2014 Equity Plan discussed below. The 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, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors. A total of 5,644,000 733,541 473,300 Lucid Diagnostics Inc. 2018 Equity Plan - Stock Options Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan and including Lucid Diagnostics stock options granted outside the plan is as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 1,760,000 $ 4.16 Exercised (253,889 ) $ 0.74 Forfeited (60,926 ) $ 4.61 Outstanding stock options at March 31, 2022 2,864,427 $ 2.75 6.9 Vested and exercisable stock options at March 31, 2022 1,277,026 $ 0.99 3.3 (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. See Note 5, Related Party Transactions Note 11 — Stock-Based Compensation Lucid Diagnostics Inc. 2018 Equity Plan – Restricted Stock Awards A summary of restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,890,740 $ 12.94 Granted 320,000 4.53 Vested — — Forfeited — — Unvested restricted stock awards as of March 31, 2022 2,210,740 $ 11.07 On January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025, and an aggregate grant date fair value of approximately $ 1.4 million, measured as the grant date closing price of Lucid Diagnostics Inc. common stock, 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. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. PAVmed Inc. 2014 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 three Physician Inventors were each granted 25,000 1.59 ten years 50,000 6.41 Related Party Transactions 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: Schedule of Stock-Based Compensation Expense 2022 2021 Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses $ 265 $ — Lucid Diagnostics Inc 2018 Equity Plan - general and administrative expense 3,201 789 Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses 71 13 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 175 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 68 — PAVmed Inc 2014 Equity Plan - research and development expenses 55 3 Total stock-based compensation expense $ 3,835 $ 805 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). Note 11 — Stock-Based Compensation As of March 31, 2022, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Weighted Average Remaining Service Period (Years) Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 4,660 2.7 Restricted Stock Awards $ 14,080 1.3 PAVmed Inc. 2014 Equity Plan Stock Options $ 2,317 2.1 Restricted Stock Awards $ 264 1.7 Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 2.95 no Schedule of Stock-based Compensation Valuation Assumptions 2022 Three Months Ended March 31, 2022 Expected term of stock options (in years) 5.6 Expected stock price volatility 86 % Risk free interest rate 1.7 % Expected dividend yield — % Lucid Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”) The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period is April 1, 2022 to September 30, 2022. The Lucid Diagnostics Inc. ESPP has a total reservation of 500,000 shares of common stock for which all shares are available-for-issue as of March 31, 2022. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 12 — Stockholders’ Equity Lucid Diagnostics Inc. Common Stock There were 35,171,796 34,917,907 27,927,190 Committed Equity Facility - March 28, 2022 On March 28, 2022, Lucid Diagnostics, Inc. entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”). Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 In connection with the execution of the agreement for the committed equity facility, the Company agreed to pay Cantor $ 1.0 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13 — Net Loss Per Share The “Net loss per share basic and diluted” for the respective periods indicated - is as follows: Schedule of Basic and Fully Diluted Net Loss Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss $ (12,270 ) $ (3,653 ) Denominator Weighted average common shares outstanding, basic and diluted 35,123,039 14,114,437 Loss per share Net loss per share - basic and diluted $ (0.35 ) $ (0.26 ) Basic weighted-average number of shares of common stock outstanding for the periods ended March 31, 2022 and 2021 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows: Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc. 2018 Equity Plan: Stock options 3,287,727 1,145,353 Unvested restricted stock awards 2,260,740 1,467,440 Total 5,548,467 2,612,793 The total of stock options and unvested restricted stock awards presented in the table above, are inclusive of 423,300 50,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 — Subsequent Events CapNostics, LLC On October 5, 2021, PAVmed Subsidiary Corporation, a wholly-owned subsidiary of PAVmed Inc., acquired all of the outstanding common stock of CapNostics, LLC (“CapNostics”) for total (gross) purchase consideration of approximately $ 2.1 million of cash, paid at the closing of the transaction. In April 2022, following the approval from both the PAVmed and Lucid board of directors, the respective companies entered into an agreement to transfer the CapNostics, LLC assets from PAVmed to Lucid as well as transferring the consulting agreement with the previous principal owner of CapNostics, LLC. The transfer price is $ 2.1 million for the assets. EsoCure EsoCure has been in development as an Esophageal Ablation Device by PAVmed, with the intent to allow a clinician to treat dysplastic BE before it can progress to EAC, a highly lethal esophageal cancer, and to do so without the need for complex and expensive capital equipment. In April 2022, following the approval from both the PAVmed and Lucid board of directors have the Companies entered into an intercompany license between PAVmed and Lucid such that Lucid will be granted the rights to commercialize EsoCure for the treating dysplastic Barrett’s Esophagus, including a royalty arrangement whereby Lucid will pay PAVmed a 5 % royalty on all EsoCure sales up to $ 100 million per calendar year, and 8% above that threshold. Lucid will obligated to fund ongoing development costs and cumulative patent expenses. EsoCure will become part of an integrated suite of Lucid products addressing BE-EAC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards Updates (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiary, LucidDx Labs Inc. All intercompany transactions and balances have been eliminated in consolidation. Lucid Diagnostics Inc. (“the Company”) is a majority-owned consolidated subsidiary of PAVmed Inc., which has a majority equity ownership interest and has financial control of Lucid Diagnostics Inc. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. |
Use of Estimates | Use of Estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards and contingent consideration. Other significant estimates include the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. |
Contingent Consideration | Contingent Consideration Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to milestone achievements, the Company estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within other income (expense), net in the Company’s unaudited condensed consolidated statements of operations. Note 2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates |
Recent Accounting Standards Updates Adopted | Recent Accounting Standards Updates Adopted Effective December 31, 2021, the Company adopted FASB ASC Topic 842, Leases, (“ASC 842”). ASC 842 established a right-of-use (“ROU”) model requiring a lessee to recognize a ROU asset and a lease liability for all leases with terms greater-than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company’s adoption of ASC 842 did not have an effect on the Company’s consolidated financial statements. See Note 9, Leases. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Expenses of Minority Shareholders | Schedule of Incurred Expenses of Minority Shareholders 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 9 $ — Cost of Revenue 369 - General and Administrative Expense Stock-based compensation expense – Physician Inventors’ restricted stock awards 272 91 General and Administrative Expense 5,718 1,212 Research and Development Expense CWRU License Agreement - reimbursement of patent legal fees — — Fees - Physician Inventors’ consulting agreements 8 13 Sponsored research agreement 3 — Stock-based compensation expense – Physician Inventors’ stock options 46 6 Research and Development Expense 2,881 1,752 Total Related Party Expenses $ 338 $ 110 |
Schedule of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations | Schedule of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations 2022 2021 Three Months Ended March 31, 2022 2021 Cost of Revenues $ — $ — Sales & Marketing 183 323 General & Administrative 640 270 Research & Development 347 177 Total MSA Fee $ 1,170 $ 770 |
Due To PAVmed Inc. (Tables)
Due To PAVmed Inc. (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Unsecured Promissory Note | Schedule of Senior Unsecured Promissory Note Working Capital Cash Advances PAVmed Inc. OBO Payments Employee-Related Costs MSA Fees Total Balance - December 31, 2021 $ — $ 620 $ 1,037 $ — $ 1,657 MSA fees — — — 1,170 1,170 On Behalf Of (OBO) activities — 153 — — 153 ERC - Payroll & Benefits — — 2,122 — 2,122 Cash payments to PAVmed Inc. — (662 ) (1,500 ) (1,170 ) (3,332 ) Balance - March 31, 2022 $ — $ 111 $ 1,659 $ — $ 1,770 Prior to the Company’s initial public offering (IPO), it 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 (the “MSA”) between the Company and PAVmed Inc (the “MSA Fee”). See Note 5 , Related Party Transactions |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition Pro Forma Information | Schedule of Business Acquisition Pro Forma Information Three Months Ended March 31, 2022 2021 Revenue As reported $ 189 $ — Pro forma $ — $ — Net Loss As reported $ (12,270 ) $ (3,653 ) Pro forma $ (12,459 ) $ (3,653 ) Basic and diluted net loss per share As reported $ (0.35 ) $ (0.26 ) Pro forma $ (0.35 ) $ (0.26 ) |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses Deposits And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 259 $ 260 Prepaid insurance 1,052 1,578 Deposits 1,668 1,116 Deferred financing charges 1,014 — EsoCheck cell collection supplies 266 434 EsoGuard mailer supplies 65 59 Total prepaid expenses, deposits and other current assets $ 4,324 $ 3,447 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Cash Flow Supplemental Information | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Cash Flow Supplemental Information 2022 2021 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 224 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,404 $ — Weighted-average remaining lease term - operating leases (in years) 2.72 — Weighted-average discount rate - operating leases 7.875 % — % |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair value Measurement on Recurring Basis | The fair value hierarchy table for the reporting dates noted is as follows: Schedule of Fair value Measurement on Recurring Basis Level-1 Inputs Level-2 Inputs Level-3 Inputs Total Fair Value Measurement on a Recurring Basis at Reporting (1) Level-1 Inputs Level-2 Inputs Level-3 Inputs Total March 31, 2022 Contingent consideration payable (1) $ — $ — $ 4,887 $ 4,887 Totals (1) $ — $ — $ 4,887 $ 4,887 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended March 31, 2022. |
Schedule of Reconciliation of Liability Measured at Fair Value Recurring Basis Using Unobservable Inputs | The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Schedule of Reconciliation of Liability Measured at Fair Value Recurring Basis Using Unobservable Inputs March 31, 2022 Fair value of contingent consideration at the date of acquisition $ 4,714 Payments — Change in fair value of contingent consideration 173 Contingent consideration payable $ 4,887 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 and including Lucid Diagnostics stock options granted outside the plan is as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 1,760,000 $ 4.16 Exercised (253,889 ) $ 0.74 Forfeited (60,926 ) $ 4.61 Outstanding stock options at March 31, 2022 2,864,427 $ 2.75 6.9 Vested and exercisable stock options at March 31, 2022 1,277,026 $ 0.99 3.3 (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 Restricted Stock Award Activity | A summary of restricted stock award activity is as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,890,740 $ 12.94 Granted 320,000 4.53 Vested — — Forfeited — — Unvested restricted stock awards as of March 31, 2022 2,210,740 $ 11.07 |
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: Schedule of Stock-Based Compensation Expense 2022 2021 Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses $ 265 $ — Lucid Diagnostics Inc 2018 Equity Plan - general and administrative expense 3,201 789 Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses 71 13 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 175 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 68 — PAVmed Inc 2014 Equity Plan - research and development expenses 55 3 Total stock-based compensation expense $ 3,835 $ 805 |
Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period | As of March 31, 2022, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Weighted Average Remaining Service Period (Years) Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 4,660 2.7 Restricted Stock Awards $ 14,080 1.3 PAVmed Inc. 2014 Equity Plan Stock Options $ 2,317 2.1 Restricted Stock Awards $ 264 1.7 |
Schedule of Stock-based Compensation Valuation Assumptions | Schedule of Stock-based Compensation Valuation Assumptions 2022 Three Months Ended March 31, 2022 Expected term of stock options (in years) 5.6 Expected stock price volatility 86 % Risk free interest rate 1.7 % Expected dividend yield — % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: Schedule of Basic and Fully Diluted Net Loss Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Numerator Net loss $ (12,270 ) $ (3,653 ) Denominator Weighted average common shares outstanding, basic and diluted 35,123,039 14,114,437 Loss per share Net loss per share - basic and diluted $ (0.35 ) $ (0.26 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share Three Months Ended March 31, 2022 2021 Lucid Diagnostics Inc. 2018 Equity Plan: Stock options 3,287,727 1,145,353 Unvested restricted stock awards 2,260,740 1,467,440 Total 5,548,467 2,612,793 |
Summary Description of the Co_2
Summary Description of the Company (Details Narrative) - IPO [Member] $ / shares in Units, $ in Millions | Oct. 14, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 5,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 14 |
Proceeds from Issuance Initial Public Offering | $ 70 |
Payments for Underwriting Expense | 4.9 |
Deferred Offering Costs | $ 0.7 |
Parent Company [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 571,428 |
Patent License Agreement - Ca_2
Patent License Agreement - Case Western Reserve University (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Expense payment milestone | $ 200 |
Royalty expense | $ 10 |
Royalty [Member] | Amended License Agreement [Member] | Case Western Reserve University [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. |
Research and Development Expense [Member] | |
Expense payment milestone | $ 75 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cost of Revenue | $ 369 | |
EsoGuard Commercialization Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 189 | |
[custom:PaymentForFixedMonthlyFee] | 100 | |
Cost of Revenue | $ 369 |
Schedule of Incurred Expenses o
Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cost of Revenue | $ 369 | |
General and Administrative Expense | 5,718 | 1,212 |
Research and Development Expense | 2,881 | 1,752 |
Total Related Party Expenses | 338 | 110 |
CWRU - Royalty Fee [Member] | ||
Cost of Revenue | 9 | |
Stock Based Compensation Expense Physician Inventors Restricted Stock Awards [Member] | ||
General and Administrative Expense | 272 | 91 |
CWRU License Agreement - Reimbursement of Patent Legal Fees [Member] | ||
Research and Development Expense | ||
Fees Physician Inventors Consulting Agreements [Member] | ||
Research and Development Expense | 8 | 13 |
Sponsored Research Agreement [Member] | ||
Research and Development Expense | 3 | |
Stock Based Compensation Expense Physician Inventors Stock Options [Member] | ||
Research and Development Expense | $ 46 | $ 6 |
Schedule of MSA Fee Expense Cla
Schedule of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Cost of Revenues | $ 369 | |
Sales & Marketing | 3,318 | 689 |
General & Administrative | 5,718 | 1,212 |
Research & Development | 2,881 | 1,752 |
PAVmed Inc. [Member] | Management Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Cost of Revenues | ||
Sales & Marketing | 183 | 323 |
General & Administrative | 640 | 270 |
Research & Development | 347 | 177 |
Total MSA Fee | $ 1,170 | $ 770 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2021 | May 12, 2018 | Mar. 31, 2022 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Selling, General and Administrative Expense | $ 6 | |||
PAVmed Inc. [Member] | Management Services Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Fee Expense | $ 1,170 | $ 770 | ||
2014 Equity Plan [Member] | PAVmed Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 25,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.59 | |||
Contractual period form date of grant | 10 years | |||
2014 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 6.41 |
Schedule of Senior Unsecured Pr
Schedule of Senior Unsecured Promissory Note (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2021 | $ 1,657 |
MSA fees | 1,170 |
On Behalf Of (OBO) activities | 153 |
ERC - Payroll & Benefits | 2,122 |
Cash payments to PAVmed Inc. | (3,332) |
Balance - March 31, 2022 | 1,770 |
Working Capital Cash Advances [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2021 | |
MSA fees | |
On Behalf Of (OBO) activities | |
ERC - Payroll & Benefits | |
Cash payments to PAVmed Inc. | |
Balance - March 31, 2022 | |
OBO Payments [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2021 | 620 |
MSA fees | |
On Behalf Of (OBO) activities | 153 |
ERC - Payroll & Benefits | |
Cash payments to PAVmed Inc. | (662) |
Balance - March 31, 2022 | 111 |
Employee Related Costs [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2021 | 1,037 |
MSA fees | |
On Behalf Of (OBO) activities | |
ERC - Payroll & Benefits | 2,122 |
Cash payments to PAVmed Inc. | (1,500) |
Balance - March 31, 2022 | 1,659 |
MSA Fees [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2021 | |
MSA fees | 1,170 |
On Behalf Of (OBO) activities | |
ERC - Payroll & Benefits | |
Cash payments to PAVmed Inc. | (1,170) |
Balance - March 31, 2022 |
Schedule of Business Acquisitio
Schedule of Business Acquisition Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 189 | |
Net income loss | $ (12,270) | $ (3,653) |
Basic and diluted net loss per share | $ (0.35) | $ (0.26) |
Research DX Inc [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 189 | |
Revenue, Pro forma | ||
Net income loss | (12,270) | (3,653) |
Net income loss, Pro forma | $ (12,459) | $ (3,653) |
Basic and diluted net loss per share | $ (0.35) | $ (0.26) |
Basic and diluted net loss per share, Pro forma | $ (0.35) | $ (0.26) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Research DX Inc [Member] - USD ($) | Feb. 25, 2022 | Mar. 31, 2022 |
Asset Acquisition [Line Items] | ||
Asset Acquisition, Consideration Transferred | $ 6,200,000 | |
Payments to Acquire Productive Assets | 1,000,000 | |
Asset Acquisition, Consideration Transferred, Contingent Consideration | 5,200,000 | |
[custom:AssetAcquisitionConsiderationTransferredContingentConsiderationEstimatedFairValue] | $ 4,714 | |
[custom:AssetAcquisitionConsiderationandNonConsiderationTransferredContingentConsiderationFairValue] | $ 5,714 | |
Management Service Agreement [Member] | ||
Asset Acquisition [Line Items] | ||
Asset Acquisition, Consideration Transferred | $ 1,800,000 | |
[custom:AgreementTerm] | 3 years |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Total prepaid expenses, deposits and other current assets | $ 4,324 | $ 3,447 |
Advanced Payments To Service Providers And Suppliers [Member] | ||
Total prepaid expenses, deposits and other current assets | 259 | 260 |
Prepaid Insurance [Member] | ||
Total prepaid expenses, deposits and other current assets | 1,052 | 1,578 |
Deposits [Member] | ||
Total prepaid expenses, deposits and other current assets | 1,668 | 1,116 |
Deferred Financing Charges [Member] | ||
Total prepaid expenses, deposits and other current assets | 1,014 | |
EsoCheck Cell Collection [Member] | ||
Total prepaid expenses, deposits and other current assets | 266 | 434 |
EsoGuard Mailer [Member] | ||
Total prepaid expenses, deposits and other current assets | $ 65 | $ 59 |
Schedule of Cash Flow Supplemen
Schedule of Cash Flow Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Operating cash flows from operating leases | $ 224 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,404 | |
Weighted-average remaining lease term - operating leases (in years) | 2 years 8 months 19 days | |
Weighted-average discount rate - operating leases | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 2,224 | |
Operating Lease, Liability | 2,224 | |
Operating Lease, Liability, Current | 769 | |
Operating Lease, Liability, Noncurrent | $ 1,455 |
Schedule of Fair value Measurem
Schedule of Fair value Measurement on Recurring Basis (Details) - Fair Value, Recurring [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | [1] | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | ||
Fair Value, Inputs, Level 1 [Member] | Contingent Consideration Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | ||
Fair Value, Inputs, Level 2 [Member] | Contingent Consideration Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | 4,887 | |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | 4,887 | |
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | 4,887 | |
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | Contingent Consideration Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Totals | $ 4,887 | |
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended March 31, 2022. |
Schedule of Reconciliation of L
Schedule of Reconciliation of Liability Measured at Fair Value Recurring Basis Using Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | $ (173) | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of contingent consideration at the date of acquisition | 4,714 | ||
Payments | |||
Change in fair value of contingent consideration | 173 | ||
Contingent consideration payable | [1] | $ 4,887 | |
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended March 31, 2022. |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration payable | $ 4,887 | |
Research DX Inc [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration payable | $ 4,900 | |
Discount rate | 7.875% | |
Research DX Inc [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration payable | $ 5,200 | |
Contingent consideration probability ranges | 99.00% | |
Research DX Inc [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration probability ranges | 94.00% |
Schedule of Stock Options Issue
Schedule of Stock Options Issued and Outstanding Activities (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
Share-Based Payment Arrangement [Abstract] | |||
Number of Stock Options, Outstanding Stock Options Beginning | 1,419,242 | ||
Weighted Average Exercise Price, Weighted Average Grant Date Fair Value, Outstanding Stock Options Beginning | $ 0.73 | ||
Remaining Contractual Term (Years), Outstanding Stock Options Ending | 6 years 10 months 24 days | 7 years | |
Number of Stock Options, Granted | [1] | 1,760,000 | |
Weighted Average Exercise Price, Granted | [1] | $ 4.16 | |
Number of Stock Options, Exercised | (253,889) | ||
Weighted Average Exercise Price, Exercised | $ 0.74 | ||
Number of Stock Options, Forfeited | (60,926) | ||
Weighted Average Exercise Price, Forfeited | $ 4.61 | ||
Number of Stock Options, Outstanding Stock Options Ending | 2,864,427 | 1,419,242 | |
Number of Stock Options, Outstanding Stock Options Ending | $ 2.75 | $ 0.73 | |
Number of Stock Options, Vested and exercisable stock options | 1,277,026 | ||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 0.99 | ||
Remaining Contractual Term (Years), Vested and Exercisable | 3 years 3 months 18 days | ||
[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 Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Restricted Stock Awards, Outstanding Beginning | shares | 1,890,740 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 12.94 |
Number of Restricted Stock Awards, Granted | shares | 320,000 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 4.53 |
Number of Restricted Stock Awards, Vested | shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Number of Restricted Stock Awards, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Number of Restricted Stock Awards, Outstanding Ending | shares | 2,210,740 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 11.07 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,835 | $ 805 |
2018 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 265 | |
2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 3,201 | 789 |
2018 Equity Plan [Member] | Research and Development Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 71 | 13 |
PAVmed Inc 2014 EquityPlan [Member] | Selling and Marketing Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 175 | |
PAVmed Inc 2014 EquityPlan [Member] | General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 68 | |
PAVmed Inc 2014 EquityPlan [Member] | Research and Development Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 55 | $ 3 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Stock Options [Member] | Lucid Diagnostics Inc 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 4,660 |
Weighted Average Remaining Service Period (Years) | 2 years 8 months 12 days |
Stock Options [Member] | PAVmed Inc 2014 EquityPlan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 2,317 |
Weighted Average Remaining Service Period (Years) | 2 years 1 month 6 days |
Restricted Stock [Member] | Lucid Diagnostics Inc 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 14,080 |
Weighted Average Remaining Service Period (Years) | 1 year 3 months 18 days |
Restricted Stock [Member] | PAVmed Inc 2014 EquityPlan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 264 |
Weighted Average Remaining Service Period (Years) | 1 year 8 months 12 days |
Schedule of Stock-based Compe_2
Schedule of Stock-based Compensation Valuation Assumptions (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Expected term of stock options (in years) | 5 years 7 months 6 days |
Expected stock price volatility | 86.00% |
Risk free interest rate | 1.70% |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Jan. 07, 2022 | Jun. 21, 2021 | May 12, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of stock options granted | [1] | 1,760,000 | |||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 320,000 | ||||||
2018 Equity Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,644,000 | ||||||
Options grant | 733,541 | ||||||
Share reservation not diminished | 473,300 | ||||||
2018 Equity Plan [Member] | Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 320,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 1.4 | ||||||
2014 Equity Plan [Member] | PAVmed Inc. [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of stock options granted | 25,000 | ||||||
Stock options exercise price | $ 1.59 | ||||||
Stock option contractual period | 10 years | ||||||
2014 Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of stock options granted | 50,000 | ||||||
Stock options exercise price | $ 6.41 | ||||||
Lucid Diagnostics Inc 2018 Equity Plan [Member] | Stock Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Weighted average estimated fair value | $ 2.95 | ||||||
Number of stock options granted | 0 | ||||||
Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period is April 1, 2022 to September 30, 2022. The Lucid Diagnostics Inc. ESPP has a total reservation of | ||||||
[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. |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ in Millions | Mar. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary or Equity Method Investee [Line Items] | |||
Common stock, shares issued | 35,171,796 | 34,917,907 | |
Common stock, shares outstanding | 35,171,796 | 34,917,907 | |
Sale of Stock, Consideration Received on Transaction | $ 50 | ||
Securities sold under agreements to repurchase | $ 1 | ||
PAVmed Inc. [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Majority-interest equity ownership shares | 27,927,190 |
Schedule of Basic and Fully Dil
Schedule of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,270) | $ (3,653) |
Weighted average common shares outstanding, basic and diluted | 35,123,039 | 14,114,437 |
Net loss per share - basic and diluted | $ (0.35) | $ (0.26) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 5,548,467 | 2,612,793 |
Lucid Diagnostics Inc. 2018 Equity Plan: Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 3,287,727 | 1,145,353 |
Lucid Diagnostics Inc. 2018 Equity Plan: Unvested Restricted Stock Awards (“RSAs”) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 2,260,740 | 1,467,440 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 5,548,467 | 2,612,793 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock awards granted | 50,000 | |
Stock Options And Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 423,300 | 423,300 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Millions | Oct. 05, 2021 | Apr. 30, 2022 |
Subsequent Event [Member] | Esophageal Ablation Device [Member] | ||
Subsequent Event [Line Items] | ||
Royalty percentage | 5.00% | |
Subsequent Event [Member] | Esophageal Ablation Device [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Sales amount | $ 100 | |
CapNostics, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Asset transfer price | $ 2.1 | |
CapNostics, LLC [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Asset transfer price | $ 2.1 |