Lucid Diagnostics Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-40901 LUCID DIAGNOSTICS INC.(Exact Name of Registrant as Specified in Its Charter) Delaware82-5488042(State or Other Jurisdiction of(IRS EmployerIncorporation or Organization)Identification No.) 360 Madison Avenue25th FloorNew York, NY10017(Address of Principal Executive Offices)(Zip Code) (917) 813-1828(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each ClassTrading Symbol(s)Name of each Exchange on which RegisteredCommon Stock, $0.001 par value per shareLUCDThe NASDAQ Stock Market LLC Securities registered under Section 12(g) of the Exchange Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of“large accelerated filer”, “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to section 13(c) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30,2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the registrant’s voting stock held by non-affiliates was approximately $82.7 million, based on 71,924,344 shares of common stockheld by non-affiliates and a last reported sales price per share of the registrant’s common stock of $1.15 on such date. As ofDecember 31, 2025andMarch 23, 2026there were 137,683,002 and 176,945,972, respectively, shares of the registrant’sCommon Stock, par value $0.001 per share, issued and outstanding (with such number of shares inclusive of shares of common stockunderlying unvested restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan as ofsuch date). DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of stockholders are incorporated by reference intoPart III of this Form 10-K where indicated. Such definitive proxy statement will be filed with the U.S. Securities and ExchangeCommission within 120 days after the year endedDecember 31, 2025. TABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments53Item 1C.Cybersecurity53Item 2.Property54Item 3.Legal Proceedings54Item 4.Mine Safety Disclosures54PART IIItem 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55Item 6.[Reserved]56Item 7.Management’s Discussi