Lucid Diagnostics Inc美股招股说明书(2025-06-03版)

In November 2024, we closed on the sale of $21.975 million in principal amount of Senior Secured Convertible Notes (the “2024 Convertible Notes”), in a private placement, to certain accredited investors, for aggregate gross proceeds to us of $21.975 million. The36,975,000 shares of common stock offered by this prospectus represent a reasonable estimate of the maximum number of shares issuable upon conversion of, and in payment of interest on, the 2024 Convertible Notes. For more information, see “The PrivatePlacement” below. stock by the selling stockholders.The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of the shares of our common stockoffered by this prospectus. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to its sale ofshares. For more information, see “Plan of Distribution” below. Our common stock is listed on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LUCD.” On May29, 2025, the last reported sale price of our common stock was $1.52 per share.We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 30, 2025 TRADEMARKSNOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY time to time, sell the securities offered by them as described in this prospectus.This prospectus incorporates by reference important information about us that is not included in or delivered with this document, asdescribed in “Where You Can Find More Information” on page 14 of this prospectus and “Information Incorporated by Reference” onpage 14 of this prospectus. We also may add information to, or update or change information contained in, this prospectus through aprospectus supplement or a post-effective amendment to the registration statement of which this prospectus forms a part. It isimportant for you to read and consider all of the information contained in or incorporated by reference in this prospectus, as so in this prospectus or any prospectus supplement is accurate as of any date other than the date of the applicable document. Since therespective dates of this prospectus, any prospectus supplement or any document incorporated by reference in this prospectus or any prospectus supplement, our business, financial condition, results of operations and prospects may have changed.Neither we nor the selling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted.MARKET AND INDUSTRY DATA expressly stated or the context otherwise requires. In addition, while we believe the industry, market and competitive position dataincluded or incorporated by reference in this prospectus are reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed and incorporated by reference in the sectiontitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by theindependent parties or by us.TRADEMARKSWe have proprietary rights to trademarks used in this prospectus and the documents incorporated by reference in this prospectus, reference in this prospectus is the property of its respective holder.ii incorporated by reference in this prospectus that are not purely historical are forward-looking statements. Forward-looking statementsinclude, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future, such as our estimates regarding expenses, future revenue, capital requirements and needs for additional financing and our expectationsregarding the time during which we will be an emerging growth company under the JOBS Act. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and the negative of these terms and similar expressions mayidentify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this prospectus and in the documents incorporated by reference in this prospectus are based on our current expectations and beli