Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | 360 Madison Avenue | |
Entity Address, Address Line Two | 25th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | (917) | |
Local Phone Number | 813-1828 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | LUCD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,667,304 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 24,050 | $ 22,474 |
Accounts receivable | 21 | 17 |
Prepaid expenses, deposits, and other current assets | 3,232 | 1,865 |
Total current assets | 27,303 | 24,356 |
Fixed assets, net | 1,284 | 1,592 |
Operating lease right-of-use assets | 1,594 | 2,008 |
Intangible assets, net | 1,929 | 3,445 |
Other assets | 1,134 | 1,108 |
Total assets | 33,244 | 32,509 |
Current liabilities: | ||
Accounts payable | 994 | 1,056 |
Accrued expenses and other current liabilities | 3,326 | 1,447 |
Operating lease liabilities, current portion | 1,128 | 962 |
Senior Secured Convertible Note - at fair value | 14,490 | |
Due To: PAVmed Inc. - MSA Fee and operating expenses | 10,286 | 4,960 |
Total current liabilities | 30,224 | 8,425 |
Operating lease liabilities, less current portion | 464 | 1,037 |
Total liabilities | 30,688 | 9,462 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; Series A Convertible Preferred Stock, issued and outstanding 13,625 at September 30, 2023 and no shares issued and outstanding at December 31, 2022 | 13,625 | |
Common stock, $0.001 par value, 200,000,000 shares authorized; 42,329,864 and 40,518,792 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 42 | 41 |
Additional paid-in capital | 128,800 | 121,081 |
Accumulated deficit | (139,911) | (98,075) |
Total Stockholders’ Equity | 2,556 | 23,047 |
Total Liabilities and Stockholders’ Equity | $ 33,244 | $ 32,509 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,329,864 | 40,518,792 |
Common stock, shares outstanding | 42,329,864 | 40,518,792 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 13,625 | 0 |
Preferred stock, shares outstanding | 13,625 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 783 | $ 76 | $ 1,388 | $ 265 |
Operating expenses: | ||||
Cost of revenue | 1,634 | 1,626 | 4,522 | 1,996 |
Sales and marketing | 3,837 | 3,930 | 11,996 | 11,121 |
General and administrative | 4,320 | 5,688 | 15,049 | 18,465 |
Amortization of acquired intangible assets | 505 | 505 | 1,516 | 1,144 |
Research and development | 1,615 | 2,704 | 5,334 | 8,815 |
Total operating expenses | 11,911 | 14,453 | 38,417 | 41,541 |
Operating loss | (11,128) | (14,377) | (37,029) | (41,276) |
Other income (expense): | ||||
Interest income | 116 | 28 | 330 | 33 |
Interest expense | (149) | (405) | ||
Change in fair value - Senior Secured Convertible Note | (3,021) | (3,520) | ||
Loss on issue and offering costs - Senior Secured Convertible Note | (1,186) | |||
Debt extinguishments loss - Senior Secured Convertible Note | (26) | (26) | ||
Other income (expense), net | (3,080) | 28 | (4,807) | 33 |
Loss before provision for income tax | (14,208) | (14,349) | (41,836) | (41,243) |
Provision for income taxes | ||||
Net loss | $ (14,208) | $ (14,349) | $ (41,836) | $ (41,243) |
Net loss per share - basic | $ (0.34) | $ (0.39) | $ (1.01) | $ (1.15) |
Net loss per share - diluted | $ (0.34) | $ (0.39) | $ (1.01) | $ (1.15) |
Weighted average common shares outstanding, basic | 41,862,805 | 36,405,945 | 41,558,979 | 35,767,857 |
Weighted average common shares outstanding, diluted | 41,862,805 | 36,405,945 | 41,558,979 | 35,767,857 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 35 | $ 96,608 | $ (41,904) | $ 54,739 | |
Balance, shares at Dec. 31, 2021 | 34,917,907 | ||||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 10,371 | 10,371 | |||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 880 | 880 | |||
Vest - restricted stock awards | |||||
Vest - restricted stock awards, shares | 169,320 | ||||
Purchase - Employee Stock Purchase Plan | 109 | 109 | |||
Purchase - Employee Stock Purchase Plan, shares | 84,030 | ||||
Net loss | (41,243) | (41,243) | |||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan | $ 1 | 693 | 694 | ||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares | 964,716 | ||||
APA-RDx - Installment Payment | 427 | 427 | |||
APA-RDx - Installment Payment, shares | 199,989 | ||||
Issuance - Committed Equity Facility, net of deferred financing charges | $ 1 | 1,766 | 1,767 | ||
Issuance - Committed Equity Facility, net of deferred financing charges, shares | 680,263 | ||||
CapNostics, LLC | (211) | (211) | |||
Balance at Sep. 30, 2022 | $ 37 | 110,643 | (83,147) | 27,533 | |
Balance, shares at Sep. 30, 2022 | 37,016,225 | ||||
Balance at Jun. 30, 2022 | $ 36 | 105,003 | (68,798) | 36,241 | |
Balance, shares at Jun. 30, 2022 | 35,994,667 | ||||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 3,280 | 3,280 | |||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 291 | 291 | |||
Vest - restricted stock awards | |||||
Vest - restricted stock awards, shares | 169,320 | ||||
Purchase - Employee Stock Purchase Plan | 109 | 109 | |||
Purchase - Employee Stock Purchase Plan, shares | 84,030 | ||||
Net loss | (14,349) | (14,349) | |||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan | 6 | 6 | |||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares | 5,327 | ||||
APA-RDx - Installment Payment | 188 | 188 | |||
APA-RDx - Installment Payment, shares | 82,618 | ||||
Issuance - Committed Equity Facility, net of deferred financing charges | $ 1 | 1,766 | 1,767 | ||
Issuance - Committed Equity Facility, net of deferred financing charges, shares | 680,263 | ||||
Balance at Sep. 30, 2022 | $ 37 | 110,643 | (83,147) | 27,533 | |
Balance, shares at Sep. 30, 2022 | 37,016,225 | ||||
Balance at Dec. 31, 2022 | $ 41 | 121,081 | (98,075) | 23,047 | |
Balance, shares at Dec. 31, 2022 | 40,518,792 | ||||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 5,014 | 5,014 | |||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 845 | 845 | |||
Vest - restricted stock awards | |||||
Vest - restricted stock awards, shares | 303,980 | ||||
Conversions - Senior Secured Convertible Note | 166 | 166 | |||
Conversions - Senior Secured Convertible Note, shares | 115,388 | ||||
Purchase - Employee Stock Purchase Plan | 551 | 551 | |||
Purchase - Employee Stock Purchase Plan, shares | 508,200 | ||||
Net loss | (41,836) | (41,836) | |||
APA-RDx - Termination payment | 713 | 713 | |||
APA-RDx - Termination payment, shares | 553,436 | ||||
Issuance - At-The-Market Facility, net of deferred financing charges | $ 1 | 283 | 284 | ||
Issuance - At-The-Market Facility, net of deferred financing charges, shares | 230,068 | ||||
Issuance - Series A Preferred Stock | $ 13,625 | 13,625 | |||
Issuance - Series A Preferred Stock, shares | 13,625 | ||||
Issue common stock - vendor service agreement | 147 | $ 147 | |||
Issue common stock - vendor service agreement, shares | 100,000 | ||||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares | |||||
Balance at Sep. 30, 2023 | $ 13,625 | $ 42 | 128,800 | (139,911) | $ 2,556 |
Balance, shares at Sep. 30, 2023 | 13,625 | 42,329,864 | |||
Balance at Jun. 30, 2023 | $ 13,625 | $ 42 | 127,107 | (125,703) | 15,071 |
Balance, shares at Jun. 30, 2023 | 13,625 | 41,853,603 | |||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 1,032 | 1,032 | |||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 220 | 220 | |||
Vest - restricted stock awards | |||||
Vest - restricted stock awards, shares | 84,660 | ||||
Conversions - Senior Secured Convertible Note | 166 | 166 | |||
Conversions - Senior Secured Convertible Note, shares | 115,388 | ||||
Purchase - Employee Stock Purchase Plan | 275 | 275 | |||
Purchase - Employee Stock Purchase Plan, shares | 276,213 | ||||
Net loss | (14,208) | (14,208) | |||
Balance at Sep. 30, 2023 | $ 13,625 | $ 42 | $ 128,800 | $ (139,911) | $ 2,556 |
Balance, shares at Sep. 30, 2023 | 13,625 | 42,329,864 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (41,836) | $ (41,243) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 1,870 | 1,321 |
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 5,014 | 10,371 |
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 845 | 880 |
Change in fair value - Senior Secured Convertible Note | 3,520 | |
Loss on issue - Senior Secured Convertible Note | 1,111 | |
Debt extinguishment loss - Senior Secured Convertible Note | 26 | |
APA-RDx: Issue common stock - settle termination payment | 713 | 427 |
Issue common stock - vendor service agreement | 23 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4) | 169 |
Prepaid expenses and other current assets | (1,262) | 171 |
Accounts payable | (62) | (388) |
Accrued expenses and other current liabilities | 1,878 | 16 |
Due To: PAVmed Inc. - operating expenses, employee related costs, MSA Fee | 5,326 | 2,849 |
Net cash flows used in operating activities | (22,838) | (25,427) |
Cash flows from investing activities | ||
Purchase of equipment | (46) | (705) |
Asset acquisition | (3,200) | |
Net cash flows used in investing activities | (46) | (3,905) |
Cash flows from financing activities | ||
Proceeds – issue of preferred stock | 13,625 | |
Proceeds – issue of Senior Convertible Note | 10,000 | |
Proceeds – issue of common stock – Committed Equity Facility | 1,807 | |
Proceeds – issue of common stock – At-The-Market Facility | 284 | |
Proceeds – exercise of stock options | 694 | |
Proceeds – issue common stock – Employee Stock Purchase Plan | 551 | 109 |
Net cash flows provided by financing activities | 24,460 | 2,610 |
Net increase (decrease) in cash | 1,576 | (26,722) |
Cash, beginning of period | 22,474 | 53,656 |
Cash, end of period | $ 24,050 | $ 26,934 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
The Company | Note 1 — The Company Description of the Business Lucid Diagnostics Inc. (“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn, acid reflux or simply reflux, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”). Lucid is a majority-owned subsidiary of PAVmed Inc. (“PAVmed”). The Company believes that its flagship product, the EsoGuard Esophageal DNA Test, performed on samples collected with the EsoCheck Esophageal Cell Collection Device, constitutes the first and only commercially available diagnostic test capable of serving as a widespread tool for the early detection of esophageal precancer in at-risk GERD patients.. Early detection of esophageal precancer allows patients to undergo appropriate monitoring and treatment, as indicated by clinical practice guidelines, in an effort to prevent progression to esophageal cancer. EsoGuard is a bisulfite-converted next-generation sequencing (NGS) DNA assay performed on surface esophageal cells collected with EsoCheck. Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS DNA assay. EsoCheck is a FDA 510(k) and CE Mark cleared noninvasive swallowable balloon capsule catheter device capable of sampling surface esophageal cells in a less than a five-minute office procedure. It consists of a vitamin pill-sized rigid plastic capsule tethered to a thin silicone catheter from which a soft silicone balloon with textured ridges emerges, when inflated, to gently swab surface esophageal cells. When vacuum suction is applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal. The Company believes that this proprietary Collect+Protect™ technology makes EsoCheck the only noninvasive esophageal cell collection device capable of such anatomically targeted and protected sampling. EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”). EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and Barrett’s Esophagus (“BE”), including dysplastic BE and related pre-cursors to EAC in patients with chronic GERD. Liquidity The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company expects to continue to experience recurring losses from operations and will continue to fund its operations with debt and equity financing transactions, including current obligations on the Company’s existing convertible debt which in accordance with management’s plans may include conversions to equity and refinancing our existing debt obligations to extend the maturity date. Notwithstanding, however, with the cash on-hand as of the date hereof and committed equity sources of financing, conversion and refinancing of existing convertible notes, the Company expects to be able to fund its operations and meet its financial obligations as they become due for the one year period from the date of the issue of the Company’s unaudited condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September 30, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies 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, 2022 as filed with the SEC on March 14, 2023, except as otherwise noted herein below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company is a majority-owned consolidated subsidiary of PAVmed, which has a majority equity ownership interest and has financial control of the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2023 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 14, 2023. All amounts in the accompanying unaudited condensed consolidated financial statements and the 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 the determination of corresponding carrying value reserves, if any, 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 unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity awards and intangible assets. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Note 2 — Summary of Significant Accounting Policies The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows: Level Valuations based on quoted prices for identical assets and liabilities in active markets. Level Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). Note 2 — Summary of Significant Accounting Policies The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values. As of September 30, 2023 and December 31, 2022, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, which is accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 10, Financial Instruments Fair Value Measurements, with respect to the FVO election; and Note 11, Debt, for a discussion of the March 2023 Senior Convertible Note. Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the unaudited condensed consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption of the ASU did not have an impact on the Company’s unaudited condensed consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 3 — Revenue from Contracts with Customers EsoGuard Commercialization Agreement The Company entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its former commercial laboratory service provider, ResearchDx Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement was on a month-to-month basis and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022, between LucidDx Labs Inc., a wholly-owned subsidiary of the Company, and RDx, with such agreement further discussed in Note 6, Asset Purchase Agreement and Management Services Agreement Note 3 — Revenue from Contracts with Customers Revenue Recognized In the three and nine months ended September 30, 2023, the Company recognized revenue of $ 783 1,388 76 265 100 Cost of Revenue The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. In the three and nine months ended September 30, 2023, the cost of revenue was $ 1,634 4,522 1,626 1,996 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Case Western Reserve University and Physician Inventors - Amended CWRU License Agreement Case Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc. The expenses incurred with respect to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying unaudited condensed consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of Revenue CWRU – Royalty Fees $ 42 $ 4 $ 76 $ 13 General and Administrative Expense Amended CWRU – License Agreement - reimbursement of patent legal fees 343 — 732 209 Stock-based compensation expense – Physician Inventors’ restricted stock awards — 275 180 819 Research and Development Expense Fees - Physician Inventors’ consulting agreements 5 15 15 32 Sponsored research agreement — 4 — 6 Stock-based compensation expense – Physician Inventors’ stock options 52 52 157 151 Total Related Party Expenses $ 442 $ 350 $ 1,160 $ 1,230 As of September 30, 2023, the Company had an outstanding payable of $ 820 Note 4 — Related Party Transactions PAVmed Inc. - Management Services Agreement The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed. The MSA does not have a termination date, but may be terminated by the Company’s board of directors. The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and PAVmed. The respective companies’ boards of directors approved a seventh amendment to the MSA to increase the MSA Fee to $ 750 550 390 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 Statements of Operations 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales & Marketing 109 330 327 713 General & Administrative 1,621 891 4,729 2,175 Research & Development 520 429 1,694 1,102 Total MSA Fee $ 2,250 $ 1,650 $ 6,750 $ 3,990 The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses. In this regard, PAVmed classifies employee salary expense as 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. |
Due To PAVmed Inc.
Due To PAVmed Inc. | 9 Months Ended |
Sep. 30, 2023 | |
Due To Pavmed Inc. | |
Due To PAVmed Inc. | Note 5 — Due To PAVmed Inc. The aggregate Due To: PAVmed Inc. for the periods indicated is summarized as follows: Schedule of Due To: PAVmed Inc. MSA Fees Employee- Related Costs PAVmed Inc. OBO Payments Total Balance - December 31, 2022 $ 1,650 $ 3,026 $ 284 $ 4,960 MSA fees 6,750 — — 6,750 ERC - Payroll & Benefits — 1,382 — 1,382 On Behalf Of (OBO) activities — — 841 841 Cash payments to PAVmed Inc. (2,250 ) (309 ) (1,088 ) (3,647 ) Balance - September 30, 2023 $ 6,150 $ 4,099 $ 37 $ 10,286 |
Asset Purchase Agreement and Ma
Asset Purchase Agreement and Management Services Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Asset Purchase Agreement And Management Services Agreement | |
Asset Purchase Agreement and Management Services Agreement | Note 6 — Asset Purchase Agreement and Management Services Agreement Asset Purchase Agreement and Management Services Agreement - ResearchDx Inc. Through its wholly-owned subsidiary, LucidDx Labs Inc. (“LucidDx Labs”), the Company entered into an asset purchase agreement (“APA”) dated February 25, 2022, with ResearchDx, Inc. (“RDx”), an unrelated third-party - “APA-RDx”. Under the APA-RDx, LucidDx Labs Inc. acquired certain assets from RDx which were combined with other property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory. In connection with the execution and delivery of the APA-RDx, LucidDx Labs Inc. and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022, pursuant to which RDx provided certain testing and related services for the Laboratory. The total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 3,200 Intangible Assets, net. Termination of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc. On February 14, 2023, through LucidDx Labs Inc, the Company entered into an agreement (the “MSA Termination Agreement”) with RDx, pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause. The termination was effective as February 10, 2023. Until the termination of the management service agreement with RDx, RDx had continued to provide certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx. The MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $ 713 553,436 |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses Deposits And Other Current Assets | |
Prepaid Expenses, Deposits, and Other Current Assets | Note 7 — 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 September 30, 2023 December 31, 2022 Advanced payments to service providers and suppliers $ 273 $ 371 Prepaid insurance 44 52 Deposits 2,725 1,331 EsoCheck cell collection supplies 190 59 EsoGuard mailer supplies — 52 Total prepaid expenses, deposits and other current assets $ 3,232 $ 1,865 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 8 — Leases During the nine months ended September 30, 2023, the Company entered into additional lease agreements that have commenced and are classified as operating leases and short-term leases for additional Lucid Test Centers. The Company’s future lease payments as of September 30, 2023, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows: Schedule Of Future Lease Payments Of Operating Lease Liabilities 2023 (remainder of year) $ 313 2024 1,161 2025 127 2026 63 2027 24 Total lease payments $ 1,688 Less: imputed interest (96 ) Present value of lease liabilities $ 1,592 Note 8 — 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 Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 894 $ 689 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 380 $ 2,567 Weighted-average remaining lease term - operating leases (in years) 1.58 2.24 Weighted-average discount rate - operating leases 7.875 % 7.875 % As of September 30, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases were $ 1,594 2,008 1,592 1,999 1,128 962 464 1,037 |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 9 — Intangible Assets, net Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life September 30, 2023 December 31, 2022 Defensive technology 60 $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 3,200 $ 3,200 Total Intangible assets 5,305 5,305 Less Accumulated Amortization (3,376 ) (1,860 ) Intangible Assets, net $ 1,929 $ 3,445 The defensive technology intangible asset of $ 2.1 0.2 2.1 60 As noted in Note 6, Asset Purchase Agreement and Management Services Agreement Amortization expense of the intangible assets discussed above was $ 505 505 1,516 1,144 Schedule of Future Amortization Expense 2023 (remainder of year) $ 505 2024 688 2025 421 2026 315 Total $ 1,929 |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total September 30, 2023 March 2023 Senior Convertible Note $ — $ — $ 14,490 $ 14,490 Totals $ — $ — $ 14,490 $ 14,490 1 There were no transfers between the respective Levels during the period ended September 30, 2023. As discussed in Note 11, Debt 11.1 The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 and September 30, 2023 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used March 2023 Senior Convertible Note: March 2023 Senior Convertible Note: Fair Value $ 11,900 $ 14,490 Face value principal payable $ 11,111 $ 11,019 Required rate of return 11.00 % 11.10 % Conversion Price $ 5.00 $ 5.00 Value of common stock $ 1.54 $ 1.17 Expected term (years) 2.00 1.47 Volatility 75.00 % 65.00 % Risk free rate 4.09 % 5.13 % Dividend yield — % — % The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price. Changes in these assumptions can materially affect the estimated fair values. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 — Debt The fair value and face value principal outstanding of the March 2023 Senior Convertible Note as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 14,490 Balance as of September 30, 2023 $ 11,019 $ 14,490 The changes in the fair value of debt during the three and nine months ended September 30, 2023 is as follows: Schedule of Changes in Fair Value of Debt March 2023 Senior Convertible Note Other Income (expense) Fair Value - June 30, 2023 $ 11,610 $ — Face value principal – issue date Fair value adjustment – issue date Installment repayments – common stock (92 ) — Non-installment payments – common stock (49 ) — Change in fair value 3,021 (3,021 ) Fair Value at September 30, 2023 $ 14,490 - Other Income (Expense) - Change in fair value – three months ended September 30, 2023 $ (3,021 ) March 2023 Senior Convertible Note Other Income (expense) Fair Value - December 31, 2022 $ — $ — Fair Value - Beginning balance $ — $ — Face value principal – issue date 11,111 $ — Fair value adjustment – issue date 789 (789 ) Installment repayments – common stock (92 ) — Non-installment payments – common stock (49 ) — Change in fair value 2,731 (2,731 ) Fair Value at September 30, 2023 $ 14,490 - Fair Value - Ending balance $ 14,490 - Other Income (Expense) - Change in fair value – nine months ended September 30, 2023 $ (3,520 ) March 2023 Senior Secured Convertible Note Lucid Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to purchase, an aggregate of $ 11.1 Under the SPA, Lucid issued in a registered direct offering under its effective shelf registration statement a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, with such note having a $ 11.1 7.875 5.00 March 21, 2025 The March 2023 Senior Convertible Note proceeds were $ 9.925 1.186 During the period from March 21, 2023 to September 20, 2023, Lucid is required to pay interest expense only (on the $ 11.1 7.875 148 391 Note 11 — Debt Commencing September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including March 14, 2025 (each referred to as an “Installment Date”); and on the March 21, 2025 292 In addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment Date conversion price. The payment of all amounts due and payable under this senior convertible note is guaranteed by all of Lucid Diagnostics’ subsidiaries; and the obligations under this senior convertible note are secured by all of the assets of Lucid Diagnostics and its subsidiaries. Lucid is subject to certain customary affirmative and negative covenants regarding the rank of the note, along with the incurrence of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. Lucid is subject to financial covenants requiring: (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) the Company’s market capitalization to at no time be less than $30 million In the nine months ended September 30, 2023, approximately $ 92 48 115,388 166 26 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12 — Stock-Based Compensation Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 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 compensation committee. A total of 11,644,000 3,929,301 423,300 50,000 Note 12 — Stock-Based Compensation Lucid Diagnostics Stock Options Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 $ 428 Granted (1) 2,982,500 $ 1.32 Exercised — $ — Forfeited (590,662 ) $ 2.70 Outstanding stock options at September 30, 2023 (3) 4,957,215 $ 2.10 8.6 $ 347 Vested and exercisable stock options at September 30, 2023 1,439,442 $ 2.77 7.0 $ 347 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of September 30, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 See Note 4, Related Party Transactions Subsequent to September 30, 2023, on November 6, 2023, the company granted to employees 500,000 with a weighted average exercise price of $ 1.29 Lucid Diagnostics Restricted Stock Awards Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized 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, 2022 (1) 2,091,420 $ 11.44 Granted — — Vested (303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of September 30, 2023 1,787,440 $ 11.36 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 Subsequent to September 30, 2023, on November 6, 2023, 550,000 0.7 PAVmed Inc. 2014 Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above). Note 12 — Stock-Based Compensation Stock-Based Compensation Expense The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 16 $ 9 $ 44 $ 9 Lucid Diagnostics 2018 Equity Plan – sales and marketing 228 253 697 733 Lucid Diagnostics 2018 Equity Plan - general and administrative 721 2,990 4,069 9,504 Lucid Diagnostics 2018 Equity Plan - research and development 67 28 204 125 PAVmed 2014 Equity Plan - cost of revenue 10 — 26 — PAVmed 2014 Equity Plan - sales and marketing 106 161 359 497 PAVmed 2014 Equity Plan - general and administrative 7 78 170 224 PAVmed 2014 Equity Plan - research and development 97 52 290 159 Total stock-based compensation expense $ 1,252 $ 3,571 $ 5,859 $ 11,251 The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the Physician Inventors, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the Physician Inventors. As of September 30, 2023, 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 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Expense Weighted Average Remaining Service Period (Years) Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,620 2.1 Restricted Stock Awards $ 633 1.0 PAVmed 2014 Equity Plan Stock Options $ 608 1.9 Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 0.88 1.61 Schedule of Stock-based Compensation Valuation Assumptions 2023 2022 Nine Months Ended September 30, 2023 2022 Expected term of stock options (in years) 5.6 5.8 Expected stock price volatility 75 % 72 % Risk free interest rate 3.7 % 3.2 % Expected dividend yield — % — % Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”) A total of 231,987 276 276,213 84,030 275 109 1,000,000 407,770 500,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 13 — Stockholders’ Equity Series A Preferred Stock Offering On March 7, 2023, the Company issued 13,625 0.001 1,000 13.625 Each share of Series A Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations into such number of shares of the Company’s common stock, equal to the number of Series A Preferred Shares to be converted, multiplied by the stated value of $ 1,000 1.394 The Series A Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not by its terms senior to or pari passu with the Series A Preferred Stock. The holders of Series A Preferred Stock will be entitled to dividends payable as follows: (i) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2024, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2025. A holder that converts its Series A Preferred Stock prior to March 7, 2024 or March 7, 2025, as the case may be, will not receive the dividend that accrues on such date with respect to such converted Series A Preferred Stock. The holders of the Series A Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined in the Certificate of Designation), the holders of shares of Series A Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to such event. The Series A Preferred Stock is a non-voting security, other than with respect to limited matters related to changes in terms of the Series A Preferred Stock. The Company will not effect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s outstanding common stock) The Company and the investors in the offering also executed a registration rights agreement (the “Series A Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series A Preferred Stock. Series A-1 Preferred Stock Offering Subsequent to September 30, 2023, on October 17, 2023, the Company issued 5,000 1.2592 5.0 The Company and the investors in the offering also executed a registration rights agreement (the “Series A-1 Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series A-1 Preferred Stock. Lucid Diagnostics Common Stock In June 2023, the Company received shareholder approval to issue up to 200 100 As of September 30, 2023 and December 31, 2022 there were 42,329,864 40,518,792 31,302,420 Note 13 — Stockholders’ Equity Committed Equity Facility and ATM Facility On March 28, 2022, the Company 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 $ 50 680,263 1.8 4 In November 2022, the Company entered into an “at-the-market offering” (“ATM”) for up to $ 6.5 230,068 0.3 3 No |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14 — Net Loss Per Share The Net loss per share basic and diluted for the respective periods indicated is as follows: Schedule of Net Loss Per Share Basic and Diluted 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss $ (14,208 ) $ (14,349 ) $ (41,836 ) $ (41,243 ) Denominator Weighted average common shares outstanding, basic and diluted 41,862,805 36,405,945 41,558,979 35,767,857 Net loss per share Net loss per share - basic and diluted $ (0.34 ) $ (0.39 ) $ (1.01 ) $ (1.15 ) Basic weighted-average number of shares of common stock outstanding for the periods ended September 30, 2023 and 2022 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 Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share 2023 2022 September 30, 2023 2022 Stock options 4,957,215 2,633,089 Unvested restricted stock awards 1,787,440 2,091,420 Preferred stock 13,683,647 — Total 20,428,302 4,724,509 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company is a majority-owned consolidated subsidiary of PAVmed, which has a majority equity ownership interest and has financial control of the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information. The consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2023 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 14, 2023. All amounts in the accompanying unaudited condensed consolidated financial statements and the 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 the determination of corresponding carrying value reserves, if any, 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 unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity awards and intangible assets. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. |
Revenue Recognition | Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Note 2 — Summary of Significant Accounting Policies The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients |
Financial Instruments Fair Value Measurements | Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement, (ASC 820) defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a transaction measurement date. The ASC 820 three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies, as follows: Level Valuations based on quoted prices for identical assets and liabilities in active markets. Level Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments potentially qualify as derivatives required to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging (ASC 815). Note 2 — Summary of Significant Accounting Policies The recurring and non-recurring estimated fair value measurements are subjective and are affected by changes in inputs to the valuation models, including the Company’s common stock price, and certain Level 3 inputs, including, the assumptions regarding the estimated volatility in the value of the Company’s common stock price; the Company’s dividend yield; the likelihood and timing of future dilutive transactions, as applicable, along with the risk-free rates based on U.S. Treasury security yields. Changes in these assumptions can materially affect the estimated fair values. As of September 30, 2023 and December 31, 2022, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. |
Fair Value Option (“FVO”) Election | Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, which is accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 10, Financial Instruments Fair Value Measurements, with respect to the FVO election; and Note 11, Debt, for a discussion of the March 2023 Senior Convertible Note. |
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the unaudited condensed consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption of the ASU did not have an impact on the Company’s unaudited condensed consolidated financial statements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Expenses of Minority Shareholders | Schedule of Incurred Expenses of Minority Shareholders 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of Revenue CWRU – Royalty Fees $ 42 $ 4 $ 76 $ 13 General and Administrative Expense Amended CWRU – License Agreement - reimbursement of patent legal fees 343 — 732 209 Stock-based compensation expense – Physician Inventors’ restricted stock awards — 275 180 819 Research and Development Expense Fees - Physician Inventors’ consulting agreements 5 15 15 32 Sponsored research agreement — 4 — 6 Stock-based compensation expense – Physician Inventors’ stock options 52 52 157 151 Total Related Party Expenses $ 442 $ 350 $ 1,160 $ 1,230 |
Schedule of MSA Fee Expense Classification in Statements of Operations | Schedule of MSA Fee Expense Classification in Statements of Operations 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales & Marketing 109 330 327 713 General & Administrative 1,621 891 4,729 2,175 Research & Development 520 429 1,694 1,102 Total MSA Fee $ 2,250 $ 1,650 $ 6,750 $ 3,990 |
Due To PAVmed Inc. (Tables)
Due To PAVmed Inc. (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Due To Pavmed Inc. | |
Schedule of Due To: PAVmed Inc. | The aggregate Due To: PAVmed Inc. for the periods indicated is summarized as follows: Schedule of Due To: PAVmed Inc. MSA Fees Employee- Related Costs PAVmed Inc. OBO Payments Total Balance - December 31, 2022 $ 1,650 $ 3,026 $ 284 $ 4,960 MSA fees 6,750 — — 6,750 ERC - Payroll & Benefits — 1,382 — 1,382 On Behalf Of (OBO) activities — — 841 841 Cash payments to PAVmed Inc. (2,250 ) (309 ) (1,088 ) (3,647 ) Balance - September 30, 2023 $ 6,150 $ 4,099 $ 37 $ 10,286 |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, 2022 Advanced payments to service providers and suppliers $ 273 $ 371 Prepaid insurance 44 52 Deposits 2,725 1,331 EsoCheck cell collection supplies 190 59 EsoGuard mailer supplies — 52 Total prepaid expenses, deposits and other current assets $ 3,232 $ 1,865 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule Of Future Lease Payments Of Operating Lease Liabilities | The Company’s future lease payments as of September 30, 2023, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows: Schedule Of Future Lease Payments Of Operating Lease Liabilities 2023 (remainder of year) $ 313 2024 1,161 2025 127 2026 63 2027 24 Total lease payments $ 1,688 Less: imputed interest (96 ) Present value of lease liabilities $ 1,592 |
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 Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 894 $ 689 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 380 $ 2,567 Weighted-average remaining lease term - operating leases (in years) 1.58 2.24 Weighted-average discount rate - operating leases 7.875 % 7.875 % |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life September 30, 2023 December 31, 2022 Defensive technology 60 $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 3,200 $ 3,200 Total Intangible assets 5,305 5,305 Less Accumulated Amortization (3,376 ) (1,860 ) Intangible Assets, net $ 1,929 $ 3,445 |
Schedule of Future Amortization Expense | Schedule of Future Amortization Expense 2023 (remainder of year) $ 505 2024 688 2025 421 2026 315 Total $ 1,929 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The fair value hierarchy table for the reporting date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total September 30, 2023 March 2023 Senior Convertible Note $ — $ — $ 14,490 $ 14,490 Totals $ — $ — $ 14,490 $ 14,490 1 There were no transfers between the respective Levels during the period ended September 30, 2023. |
Schedule of Fair Value Assumption Used | The estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 and September 30, 2023 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used March 2023 Senior Convertible Note: March 2023 Senior Convertible Note: Fair Value $ 11,900 $ 14,490 Face value principal payable $ 11,111 $ 11,019 Required rate of return 11.00 % 11.10 % Conversion Price $ 5.00 $ 5.00 Value of common stock $ 1.54 $ 1.17 Expected term (years) 2.00 1.47 Volatility 75.00 % 65.00 % Risk free rate 4.09 % 5.13 % Dividend yield — % — % |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The fair value and face value principal outstanding of the March 2023 Senior Convertible Note as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 14,490 Balance as of September 30, 2023 $ 11,019 $ 14,490 |
Schedule of Changes in Fair Value of Debt | The changes in the fair value of debt during the three and nine months ended September 30, 2023 is as follows: Schedule of Changes in Fair Value of Debt March 2023 Senior Convertible Note Other Income (expense) Fair Value - June 30, 2023 $ 11,610 $ — Face value principal – issue date Fair value adjustment – issue date Installment repayments – common stock (92 ) — Non-installment payments – common stock (49 ) — Change in fair value 3,021 (3,021 ) Fair Value at September 30, 2023 $ 14,490 - Other Income (Expense) - Change in fair value – three months ended September 30, 2023 $ (3,021 ) March 2023 Senior Convertible Note Other Income (expense) Fair Value - December 31, 2022 $ — $ — Fair Value - Beginning balance $ — $ — Face value principal – issue date 11,111 $ — Fair value adjustment – issue date 789 (789 ) Installment repayments – common stock (92 ) — Non-installment payments – common stock (49 ) — Change in fair value 2,731 (2,731 ) Fair Value at September 30, 2023 $ 14,490 - Fair Value - Ending balance $ 14,490 - Other Income (Expense) - Change in fair value – nine months ended September 30, 2023 $ (3,520 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Issued and Outstanding Activities | Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 $ 428 Granted (1) 2,982,500 $ 1.32 Exercised — $ — Forfeited (590,662 ) $ 2.70 Outstanding stock options at September 30, 2023 (3) 4,957,215 $ 2.10 8.6 $ 347 Vested and exercisable stock options at September 30, 2023 1,439,442 $ 2.77 7.0 $ 347 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of September 30, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Restricted Stock Award Activity | 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, 2022 (1) 2,091,420 $ 11.44 Granted — — Vested (303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of September 30, 2023 1,787,440 $ 11.36 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 16 $ 9 $ 44 $ 9 Lucid Diagnostics 2018 Equity Plan – sales and marketing 228 253 697 733 Lucid Diagnostics 2018 Equity Plan - general and administrative 721 2,990 4,069 9,504 Lucid Diagnostics 2018 Equity Plan - research and development 67 28 204 125 PAVmed 2014 Equity Plan - cost of revenue 10 — 26 — PAVmed 2014 Equity Plan - sales and marketing 106 161 359 497 PAVmed 2014 Equity Plan - general and administrative 7 78 170 224 PAVmed 2014 Equity Plan - research and development 97 52 290 159 Total stock-based compensation expense $ 1,252 $ 3,571 $ 5,859 $ 11,251 |
Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period | As of September 30, 2023, 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 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Expense Weighted Average Remaining Service Period (Years) Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,620 2.1 Restricted Stock Awards $ 633 1.0 PAVmed 2014 Equity Plan Stock Options $ 608 1.9 |
Schedule of Stock-based Compensation Valuation Assumptions | Schedule of Stock-based Compensation Valuation Assumptions 2023 2022 Nine Months Ended September 30, 2023 2022 Expected term of stock options (in years) 5.6 5.8 Expected stock price volatility 75 % 72 % Risk free interest rate 3.7 % 3.2 % Expected dividend yield — % — % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share Basic and Diluted | The Net loss per share basic and diluted for the respective periods indicated is as follows: Schedule of Net Loss Per Share Basic and Diluted 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss $ (14,208 ) $ (14,349 ) $ (41,836 ) $ (41,243 ) Denominator Weighted average common shares outstanding, basic and diluted 41,862,805 36,405,945 41,558,979 35,767,857 Net loss per share Net loss per share - basic and diluted $ (0.34 ) $ (0.39 ) $ (1.01 ) $ (1.15 ) |
Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share | Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share 2023 2022 September 30, 2023 2022 Stock options 4,957,215 2,633,089 Unvested restricted stock awards 1,787,440 2,091,420 Preferred stock 13,683,647 — Total 20,428,302 4,724,509 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from contract with customer | $ 783 | $ 76 | $ 1,388 | $ 265 | |
Cost of revenue | $ 1,634 | $ 1,626 | $ 4,522 | $ 1,996 | |
EsoGuard Commercialization Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Minimum fixed monthly fee | $ 100 |
Schedule of Incurred Expenses o
Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total Related Party Expenses | $ 442 | $ 350 | $ 1,160 | $ 1,230 |
Cost of Revenue [Member] | ||||
CWRU – Royalty Fees | 42 | 4 | 76 | 13 |
General and Administrative Expense [Member] | ||||
Amended CWRU – License Agreement - reimbursement of patent legal fees | 343 | 732 | 209 | |
Stock-based compensation expense – Physician Inventors’ restricted stock awards | 275 | 180 | 819 | |
Research and Development Expense [Member] | ||||
Fees - Physician Inventors’ consulting agreements | 5 | 15 | 15 | 32 |
Sponsored research agreement | 4 | 6 | ||
Stock-based compensation expense – Physician Inventors’ stock options | $ 52 | $ 52 | $ 157 | $ 151 |
Schedule of MSA Fee Expense Cla
Schedule of MSA Fee Expense Classification in Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Total MSA Fee | $ 6,750 | |||
Pavmed Inc [Member] | Management Services Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total MSA Fee | $ 2,250 | $ 1,650 | 6,750 | $ 3,990 |
Pavmed Inc [Member] | Management Services Agreement [Member] | Selling and Marketing Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total MSA Fee | 109 | 330 | 327 | 713 |
Pavmed Inc [Member] | Management Services Agreement [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total MSA Fee | 1,621 | 891 | 4,729 | 2,175 |
Pavmed Inc [Member] | Management Services Agreement [Member] | Research and Development Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total MSA Fee | $ 520 | $ 429 | $ 1,694 | $ 1,102 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 01, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Outstanding payable | $ 10,286 | $ 4,960 | |||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding payable | $ 820 | ||||
Pavmed Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
MSA fees per month | $ 750 | $ 550 | $ 390 |
Schedule of Due To_ PAVmed Inc.
Schedule of Due To: PAVmed Inc. (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | $ 4,960 |
MSA fees | 6,750 |
ERC - Payroll & Benefits | 1,382 |
On Behalf Of (OBO) activities | 841 |
Cash payments to PAVmed Inc. | (3,647) |
Balance - September 30, 2023 | 10,286 |
MSA Fees [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | 1,650 |
MSA fees | 6,750 |
ERC - Payroll & Benefits | |
On Behalf Of (OBO) activities | |
Cash payments to PAVmed Inc. | (2,250) |
Balance - September 30, 2023 | 6,150 |
ERC Payroll Benefits [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | 3,026 |
MSA fees | |
ERC - Payroll & Benefits | 1,382 |
On Behalf Of (OBO) activities | |
Cash payments to PAVmed Inc. | (309) |
Balance - September 30, 2023 | 4,099 |
OBO Payments [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | 284 |
MSA fees | |
ERC - Payroll & Benefits | |
On Behalf Of (OBO) activities | 841 |
Cash payments to PAVmed Inc. | (1,088) |
Balance - September 30, 2023 | $ 37 |
Asset Purchase Agreement and _2
Asset Purchase Agreement and Management Services Agreement (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 25, 2022 | Feb. 28, 2023 | Feb. 14, 2023 | |
MSA Termination Agreement [Member] | |||
Asset Acquisition [Line Items] | |||
Earnout payments and management fees due | $ 713 | ||
Issuance of common shares | 553,436 | ||
Research DX Inc [Member] | Asset Purchase Agreement [Member] | |||
Asset Acquisition [Line Items] | |||
Purchase price consideration payable | $ 3,200 | ||
Intangible assets | $ 3,200 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses Deposits And Other Current Assets | ||
Advanced payments to service providers and suppliers | $ 273 | $ 371 |
Prepaid insurance | 44 | 52 |
Deposits | 2,725 | 1,331 |
EsoCheck cell collection supplies | 190 | 59 |
EsoGuard mailer supplies | 52 | |
Total prepaid expenses, deposits and other current assets | $ 3,232 | $ 1,865 |
Schedule Of Future Lease Paymen
Schedule Of Future Lease Payments Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (remainder of year) | $ 313 | |
2024 | 1,161 | |
2025 | 127 | |
2026 | 63 | |
2027 | 24 | |
Total lease payments | 1,688 | |
Less: imputed interest | (96) | |
Present value of lease liabilities | $ 1,592 | $ 1,999 |
Schedule Of Cash Flow Supplemen
Schedule Of Cash Flow Supplemental Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 894 | $ 689 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 380 | $ 2,567 |
Weighted-average remaining lease term - operating leases (in years) | 1 year 6 months 29 days | 2 years 2 months 26 days |
Weighted-average discount rate - operating leases | 7.875% | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right of use asset | $ 1,594 | $ 2,008 |
Operating lease obligations | 1,592 | 1,999 |
Operating lease liabilities, current | 1,128 | 962 |
Operating lease liabilities, non-current | $ 464 | $ 1,037 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets | $ 5,305 | $ 5,305 |
Less Accumulated Amortization | (3,376) | (1,860) |
Total Intangible Assets, net | $ 1,929 | $ 3,445 |
Defensive Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 60 months | 60 months |
Total Intangible assets | $ 2,105 | $ 2,105 |
Laboratory Information Management Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 24 months | 24 months |
Total Intangible assets | $ 3,200 | $ 3,200 |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remainder of year) | $ 505 | |
2024 | 688 | |
2025 | 421 | |
2026 | 315 | |
Total | $ 1,929 | $ 3,445 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 05, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 01, 2022 | |
Impairment Effects on Earnings Per Share [Line Items] | |||||||
Intangible assets | $ 5,305 | $ 5,305 | $ 5,305 | ||||
Accumulated amortization | (3,376) | (3,376) | $ (1,860) | ||||
Amortization expense of intangible assets | $ 505 | $ 505 | $ 1,516 | $ 1,144 | |||
Defensive Technology [Member] | |||||||
Impairment Effects on Earnings Per Share [Line Items] | |||||||
Intangible assets | $ 2,100 | ||||||
Accumulated amortization | $ 200 | ||||||
Defensive Technology [Member] | Pavmed Inc [Member] | |||||||
Impairment Effects on Earnings Per Share [Line Items] | |||||||
Purchase consideration paid | $ 2,100 | ||||||
Finite lived intangible asset useful life | 60 months |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Sep. 30, 2023 USD ($) | [1] |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 14,490 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 14,490 | |
March 2023 Senior Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 14,490 | |
March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 14,490 | |
[1]There were no transfers between the respective Levels during the period ended September 30, 2023. |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Used (Details) $ in Thousands | 9 Months Ended | ||||
Mar. 21, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Mar. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value | $ 14,490 | ||||
Face value principal payable | 11,019 | ||||
March 2023 Senior Convertible Note [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value | $ 11,900 | 14,490 | $ 11,610 | ||
Face value principal payable | $ 11,111 | $ 11,019 | $ 11,100 | ||
March 2023 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumption measurement input | 11 | 11.10 | |||
March 2023 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumption measurement input | $ / shares | 5 | 5 | |||
March 2023 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumption measurement input | $ / shares | 1.54 | 1.17 | |||
March 2023 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected term years | 2 years | 1 year 5 months 19 days | |||
March 2023 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumption measurement input | 75 | 65 | |||
March 2023 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumption measurement input | 4.09 | 5.13 | |||
March 2023 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value assumption measurement input |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 21, 2023 | Mar. 13, 2023 |
Short-Term Debt [Line Items] | |||
Face value principal payable | $ 11,019 | ||
March 2023 Senior Convertible Note [Member] | |||
Short-Term Debt [Line Items] | |||
Face value principal payable | $ 11,019 | $ 11,111 | $ 11,100 |
Summary of Outstanding Debt (De
Summary of Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Mar. 21, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 13, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Face Value Principal Outstanding | $ 11,019 | ||||
Fair Value | $ 14,490 | ||||
March 2023 Senior Convertible Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Contractual Maturity Date | Mar. 21, 2025 | Mar. 21, 2025 | |||
Stated Interest Rate | 7.875% | 7.875% | |||
Conversion Price | $ 5 | $ 5 | |||
Face Value Principal Outstanding | $ 11,111 | $ 11,019 | $ 11,100 | ||
Fair Value | $ 11,900 | $ 14,490 | $ 11,610 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||||
Fair Value - Ending balance | $ 14,490 | $ 14,490 | ||
Other Income (Expense) - Change in fair value | 3,021 | 3,520 | ||
Other Operating Income (Expense) [Member] | ||||
Short-Term Debt [Line Items] | ||||
Fair Value - Beginning balance | ||||
Face value principal – issue date | ||||
Fair value adjustment – issue date | (789) | |||
Installment repayments – common stock | ||||
Non-installment payments – common stock | ||||
Change in fair value | (3,021) | (2,731) | ||
Fair Value - Ending balance | ||||
Other Income (Expense) - Change in fair value | (3,021) | (3,520) | ||
March 2023 Senior Convertible Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Fair Value - Beginning balance | 11,610 | |||
Face value principal – issue date | 11,111 | |||
Fair value adjustment – issue date | 789 | |||
Installment repayments – common stock | (92) | (92) | ||
Non-installment payments – common stock | (49) | (49) | ||
Change in fair value | 3,021 | 2,731 | ||
Fair Value - Ending balance | $ 14,490 | $ 14,490 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 21, 2023 | Mar. 21, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 13, 2023 | |
Short-Term Debt [Line Items] | |||||||
Face value principal payable | $ 11,019 | $ 11,019 | |||||
Proceeds from convertible debt | 10,000 | ||||||
Debt extinguishment loss | 26 | 26 | |||||
March 2023 Senior Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face value principal payable | $ 11,111 | $ 11,019 | $ 11,019 | $ 11,100 | |||
Stated interest rate | 7.875% | 7.875% | 7.875% | ||||
Conversion price | $ 5 | $ 5 | $ 5 | ||||
Debt instrument maturity date | Mar. 21, 2025 | Mar. 21, 2025 | |||||
Proceeds from convertible debt | $ 9,925 | ||||||
Debt fees amount | $ 1,186 | ||||||
Interest expense | $ 148 | $ 391 | |||||
Principal repayment | $ 292 | ||||||
Covenant description | (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) the Company’s market capitalization to at no time be less than $30 million | ||||||
Debt principal repayments | $ 92 | ||||||
Interest paid | $ 48 | ||||||
Debt conversion, shares issued | 115,388 | ||||||
Debt conversion, fair value of shares issued | $ 166 | ||||||
Debt extinguishment loss | $ 26 |
Schedule of Stock Options Issue
Schedule of Stock Options Issued and Outstanding Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Share-Based Payment Arrangement [Abstract] | ||||
Number of Stock Options Outstanding, Beginning | 2,565,377 | |||
Weighted Average Exercise Price, Beginning | $ 3.14 | |||
Remaining Contractual Term (Years) | 8 years 7 months 6 days | [1] | 8 years 3 months 18 days | |
Intrinsic Value, Beginning | [2] | $ 428 | ||
Number of Stock Options, Granted | [3] | 2,982,500 | ||
Weighted Average Exercise Price, Granted | [3] | $ 1.32 | ||
Number of Stock Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Number of Stock Options, Forfeited | (590,662) | |||
Weighted Average Exercise Price, Forfeited | $ 2.70 | |||
Number of Stock Options Outstanding, Ending | 4,957,215 | [1] | 2,565,377 | |
Weighted Average Exercise Price, Ending | $ 2.10 | [1] | $ 3.14 | |
Intrinsic Value, Ending | [2] | $ 347 | [1] | $ 428 |
Number of Stock Options, Vested and exercisable | 1,439,442 | |||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 2.77 | |||
Remaining Contractual Term (Years), Vested and Exercisable | 7 years | |||
Intrinsic Value, Vested and exercisable | [2] | $ 347 | ||
[1]The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Stock Options Iss_2
Schedule of Stock Options Issued and Outstanding Activities (Details) (Paranthetical) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option grants | [1] | 2,982,500 | |
Outside of 2018 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option grants | 423,300 | 423,300 | |
[1]Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, 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] | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Awards, Outstanding Beginning | shares | 2,091,420 | [1] |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 11.44 | [1] |
Number of Restricted Stock Awards, Granted | shares | ||
Weighted Average Grant Date Fair Value, Granted | $ / shares | ||
Number of Restricted Stock Awards, Vested | shares | (303,980) | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 11.95 | |
Number of Restricted Stock Awards, Forfeited | shares | ||
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | ||
Number of Restricted Stock Awards, Outstanding Ending | shares | 1,787,440 | |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 11.36 | |
[1]The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Award Activity (Details) (Paranthetical) - Restricted Stock [Member] - shares | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of restricted stock awards, unvested | 1,787,440 | 2,091,420 | [1] |
Number of restricted stock awards, vested | 303,980 | ||
Outside of 2018 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of restricted stock awards, unvested | 50,000 | ||
Number of restricted stock awards, vested | 50,000 | ||
[1]The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 1,252 | $ 3,571 | $ 5,859 | $ 11,251 |
2018 Equity Plan [Member] | Cost of Revenue [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 16 | 9 | 44 | 9 |
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 | 228 | 253 | 697 | 733 |
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 | 721 | 2,990 | 4,069 | 9,504 |
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 | 67 | 28 | 204 | 125 |
PAVmed Inc 2014 Equity Plan [Member] | Cost of Revenue [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 10 | 26 | ||
PAVmed Inc 2014 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 106 | 161 | 359 | 497 |
PAVmed Inc 2014 Equity Plan [Member] | General and Administrative Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 7 | 78 | 170 | 224 |
PAVmed Inc 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 97 | $ 52 | $ 290 | $ 159 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Share-Based Payment Arrangement, Option [Member] | 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 3,620 |
Weighted Average Remaining Service Period (Years) | 2 years 1 month 6 days |
Share-Based Payment Arrangement, Option [Member] | PAVmed Inc 2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 608 |
Weighted Average Remaining Service Period (Years) | 1 year 10 months 24 days |
Restricted Stock [Member] | 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 633 |
Weighted Average Remaining Service Period (Years) | 1 year |
Schedule of Stock-based Compe_2
Schedule of Stock-based Compensation Valuation Assumptions (Details) - 2018 Equity Plan [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Expected stock price volatility | 75% | 72% |
Risk free interest rate | 3.70% | 3.20% |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 06, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option grants | [1] | 2,982,500 | |||||||
Purchase - employee stock purchase plan, value | $ 275 | $ 109 | $ 551 | $ 109 | |||||
Subsequent Event [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted stock awards, granted | 550,000 | ||||||||
Aggregate grant date fair value, vested | $ 700 | ||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted | 500,000 | ||||||||
Weighted average exercise price | $ 1.29 | ||||||||
Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock awards granted | |||||||||
2018 Equity Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares reserved | 11,644,000 | 11,644,000 | |||||||
Shares available for issue | 3,929,301 | 3,929,301 | |||||||
2018 Equity Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Weighted average estimated fair value | $ 0.88 | $ 1.61 | |||||||
Outside of 2018 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option grants | 423,300 | 423,300 | |||||||
Outside of 2018 Plan [Member] | Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock awards granted | 50,000 | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares reserved | 1,000,000 | 1,000,000 | |||||||
Shares available for issue | 407,770 | 407,770 | |||||||
Purchase - employee stock purchase plan, shares | 276,213 | 231,987 | 84,030 | ||||||
Purchase - employee stock purchase plan, value | $ 275 | $ 276 | $ 109 | ||||||
Increase in number of shares available-for-issue | 500,000 | ||||||||
[1]Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 17, 2023 | Mar. 07, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 30, 2022 | Mar. 28, 2022 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, stated value | $ 13,625,000 | $ 13,625,000 | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Increase in common stock authorized | 100,000,000 | ||||||||
Common stock, shares issued | 42,329,864 | 42,329,864 | 40,518,792 | ||||||
Common stock, shares outstanding | 42,329,864 | 42,329,864 | 40,518,792 | ||||||
Proceeds from issuance of common stock | $ 1,807,000 | ||||||||
Proceeds from issuance of shares in ATM offering | $ 284,000 | ||||||||
Cantor Fitzgerald [Member] | Commited Equity Facility [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock authorized for sale | $ 50,000,000 | ||||||||
Issuance of common stock | 680,263 | ||||||||
Proceeds from issuance of common stock | $ 1,800,000 | ||||||||
Percentage of discount on sale of stock | 4% | ||||||||
Cantor Fitzgerald [Member] | Controlled Equity Offering Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock authorized for sale | $ 6,500,000 | ||||||||
Number of shares issued in ATM offering | 0 | 230,068 | |||||||
Proceeds from issuance of shares in ATM offering | $ 300,000 | ||||||||
Percentage of commission paid to broker | 3% | ||||||||
Pavmed Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Majority-interest equity ownership shares | 31,302,420 | 31,302,420 | |||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 13,625 | 13,625 | 13,625 | 0 | |||||
Preferred stock, per share | $ 0.001 | ||||||||
Share price, per share | $ 1,000 | ||||||||
Proceeds from issuance of convertible preferred stock | $ 13,625,000 | ||||||||
Preferred stock, stated value | $ 1,000 | ||||||||
Preferred stock, conversion price per share | $ 1.394 | ||||||||
Preferred stock dividend payment terms | The holders of Series A Preferred Stock will be entitled to dividends payable as follows: (i) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2024, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2025. A holder that converts its Series A Preferred Stock prior to March 7, 2024 or March 7, 2025, as the case may be, will not receive the dividend that accrues on such date with respect to such converted Series A Preferred Stock. The holders of the Series A Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock | ||||||||
Conversion of stock, description | The Company will not effect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s outstanding common stock) | ||||||||
Series A-1 Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 5,000 | ||||||||
Proceeds from issuance of convertible preferred stock | $ 5,000,000 | ||||||||
Preferred stock, conversion price per share | $ 1.2592 |
Schedule of Net Loss Per Share
Schedule of Net Loss Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (14,208) | $ (14,349) | $ (41,836) | $ (41,243) |
Weighted average common shares outstanding, basic | 41,862,805 | 36,405,945 | 41,558,979 | 35,767,857 |
Weighted average common shares outstanding, diluted | 41,862,805 | 36,405,945 | 41,558,979 | 35,767,857 |
Net loss per common share - basic | $ (0.34) | $ (0.39) | $ (1.01) | $ (1.15) |
Net loss per common share - diluted | $ (0.34) | $ (0.39) | $ (1.01) | $ (1.15) |
Schedule of Common Stock Equiva
Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 20,428,302 | 4,724,509 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,957,215 | 2,633,089 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,787,440 | 2,091,420 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13,683,647 |