Lucid Diagnostics Inc美股招股说明书(2025-09-10版)

Lucid Diagnostics Inc. Common Stock We are offering 25,000,000 shares of our common stock pursuant to this prospectus supplement and the accompanying baseprospectus. Our common stock is listed for trading on the Capital Market of the Nasdaq Stock Market, or “Nasdaq,” under the symbol “LUCD.”On September 9, 2025, the last reported sales price of our common stock was $1.27 per share. Offering price (1)We have also agreed to reimburse the underwriters for certain out-of-pocket accountable expenses incurred by them inconnection with this offering, up to a maximum of $100,000. See “Underwriting” for additional information. We have granted the underwriters the option to purchase up to 3,750,000 additional shares of common stock at the public offeringprice, less the underwriting discounts and commissions. The underwriters can exercise this right at any time within 30 days after theoffering. Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-7 ofthis prospectus supplement and in the documents incorporated by reference herein and in the accompanying base prospectusfor a discussion of information that should be considered in connection with an investment in our common stock. 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 supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. Delivery of the shares is expected to be made against payment therefor on or about September 11, 2025. Joint Bookrunners Canaccord Genuity BTIG Co-ManagerMaxim Group LLC The date of this prospectus supplement is September 10, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiMARKET AND INDUSTRY DATAS-iiTRADEMARKSS-iiiNOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYS-iiiGLOSSARYS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-11CAPITALIZATIONS-12DILUTIONS-13DESCRIPTION OF COMMON STOCKS-14UNDERWRITINGS-15LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND MORE INFORMATIONS-17INFORMATION INCORPORATED BY REFERENCES-17 PROSPECTUS ABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiTRADEMARKSiiiWHERE YOU CAN FIND MORE INFORMATIONiiiINFORMATION INCORPORATED BY REFERENCEiiiNOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYivGLOSSARYvPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF WARRANTS16DESCRIPTION OF THE UNITS17PLAN OF DISTRIBUTION OF SECURITIES18LEGAL MATTERS21EXPERTS21S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement under the Securities Act onForm S-3 that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under thisshelf process, we may, from time to time, sell or issue any of the combination of securities described in the accompanying baseprospectus in one or more offerings with a maximum aggregate offering price of up to $125,000,000. The base prospectus provides you with a general description of the securities we may offer under the registration statement. Thisprospectus supplement provides specific details regarding this offering of 25,000,000 shares of our common stock. This prospectussupplement contains specific information about the terms of this offering. This prospectus supplement may also add, update or changeinformation contained in the accompanying base prospectus. If there is any inconsistency between the information in this prospectussupplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. You should readboth this prospectus supplement and the accompanying base prospectus, together with the additional information described belowunder the heading “Where You Can Find More Information” and “Information Incorporated by Reference.” You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanyingbase prospectus and in any issuer free writing prospectus relating to this offering. We have not authorized anyone to provide you withdifferent information and, if provided, such information or representations must not be relied upon as having been authorized by us.Neither this prospectus supplement nor the accompanying base prospectus nor any issuer free writing prospectus shall constitute anoffer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to makesuch an offering or solicitation. This prospectus supplement and the accompanying base prospectus and any issuer free writingprospectus do not contain all of the information included in the registration statement. For a more complete understanding of theoff