UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 11, 2025

Registrant’s telephone number, including area code: (917) 813-1828

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

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

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

Emerging growth company ☒

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

On April 11, 2025, Lucid Diagnostics Inc. (the “Company”) issued a press release announcing the closing of the Offering (as defined below). The press release is attached to this Current Report as Exhibits 99.1 and is incorporated herein by reference.

The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

On April 11, 2025, the Company closed on the sale of 14,375,000 shares (the “Shares”) of the Company’s common stock, at a price of $1.20 per share, in its previously announced underwritten offering to the public (the “Offering”). The Shares include 1,875,000 shares of the Company’s common stock subject to the underwriters’ option, which was exercised in full at the closing. The net proceeds from the Offering, after deducting the underwriting discount and other estimated expenses of the Offering, are expected to be approximately $16.1 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

Canaccord Genuity LLC acted as sole bookrunner and Maxim Group LLC acted as co-manager of the Offering.

The Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-268560), which was filed with the Securities and Exchange Commission (“SEC”) on November 25, 2022 and declared effective by the SEC on December 6, 2022, a preliminary prospectus supplement thereto, dated April 9, 2025, filed with the SEC on April 9, 2025, and a final prospectus supplement thereto, dated April 9, 2025, filed with the SEC on April 10, 2025.

(d) Exhibits:

SIGNATURE

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