Lucid Diagnostics Inc美股招股说明书(2026-03-26版)

Lucid Diagnostics Inc. Up to $25,000,000 Common Stock We have entered into a Sales Agreement, or the “sales agreement,” with Maxim Group LLC, or “Maxim,” relating to shares of ourcommon stock, $0.001 par value per share, offered by this prospectus supplement and the accompanying base prospectus. Inaccordance with the terms of the sales agreement, from time to time we may offer and sell shares of our common stock having anaggregate gross sales price of up to $25,000,000 through or to Maxim, acting as sales agent or principal, pursuant to this prospectussupplement and the accompanying prospectus. Our common stock is listed for trading on the Capital Market of The Nasdaq Stock Market LLC, or “Nasdaq,” under the symbol“LUCD.” On March 25, 2026, the last reported sales price of our common stock was $1.19 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the “Securities Act.” Subject to terms of thesales agreement, Maxim is not required to sell any specific number or dollar amounts of securities but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Maxim andus. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Maxim will be entitled to compensation under the terms of the sales agreement at a fixed commission rate of 3.0% of the gross salesprice per share sold. For more information about Maxim’s compensation, see “Plan of Distribution” beginning on page S-14 of thisprospectus supplement. In connection with the sale of our common stock on our behalf, Maxim will be deemed to be an “underwriter”within the meaning of the Securities Act and the compensation of Maxim will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contributions to Maxim against certain civil liabilities, includingliabilities under the Securities Act. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-7 of thisprospectus supplement and in the accompanying base prospectus and in the documents incorporated by reference herein andtherein for a discussion of information that should be considered in connection with an investment in our securities. 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. Any representation to the contrary is acriminal offense. Maxim Group LLC The date of this prospectus supplement is March 26, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiMARKET AND INDUSTRY DATAS-iiTRADEMARKSS-iiiNOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYS-iiiGLOSSARYS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7USE OF PROCEEDSS-11DILUTIONS-12DESCRIPTION OF COMMON STOCKS-13PLAN OF DISTRIBUTIONS-14LEGAL MATTERSS-15EXPERTSS-15WHERE YOU CAN FIND MORE INFORMATIONS-15INFORMATION INCORPORATED BY REFERENCES-16 ABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiTRADEMARKSiiiNOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYiiiGLOSSARYivPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS17DESCRIPTION OF THE UNITS18PLAN OF DISTRIBUTION OF SECURITIES19LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION22INFORMATION INCORPORATED BY REFERENCE23 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 $175,000,000. 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 de