LUCD Lucid Diagnostics Inc

 

As filed with the Securities and Exchange Commission on January 31, 2025

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

LUCID DIAGNOSTICS INC.

(Exact name of registrant as specified in its charter)

 

Delaware		82-5488042
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

360 Madison Avenue, 25^th Floor

New York, NY 10017

(Address of Principal Executive Offices) (Zip Code)

 

LUCID DIAGNOSTICS INC. AMENDED AND RESTATED 2018 LONG TERM INCENTIVE PLAN

(Full title of the plan)

 

Dr. Lishan Aklog, Chairman and Chief Executive Officer

Lucid Diagnostics Inc.

360 Madison Avenue, 25^th Floor

New York, NY 10017

(Name and address of agent for service)

 

(917) 813-1828

(Telephone number, including area code, of agent for service)

 

with a copy to:

 

David Alan Miller, Esq.

Eric T. Schwartz, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44^th floor

New York, NY 10174

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☒		Smaller reporting company ☒
			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 7(a)(2)(B) of the Securities Act. ☐

 

In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, as amended, the Registration Statement will become effective upon filing with the Securities and Exchange Commission.

 

 

 

EXPLANATORY NOTE

 

This registration statement is filed by Lucid Diagnostics Inc. (the “Company”) to register an additional 4,018,163 shares of the Company’s common stock issuable pursuant to the Company’s Amended and Restated 2018 Long-Term Incentive Equity Plan (the “Plan”), consisting of additional securities in accordance with Section 3.1 of the Plan, and consists of only those items required by General Instruction E to Form S-8. The Company hereby incorporates by reference into this registration statement the contents of the prior registration statement on Form S-8 relating to the Plan, filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2021 (File No. 333-261807), February 10, 2023 (File No. 333-269702) and February 6, 2024 (File No. 333-276908).

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.

Plan Information.*

 

Item 2.

Registrant Information and Employee Plan Annual Information.*

 

*

The information required by this Part I is omitted from this Registration Statement in accordance with rules and regulations under the Securities Act of 1933, as amended (“Securities Act”), and the Note to Part I of Form S-8. The documents containing the information specified in this Part I will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents that we have previously filed with the SEC are incorporated by reference in this registration statement (excluding any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such items):

 

	●	The Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed on March 25, 2024).
	●	The quarterly reports on Form 10-Q for each of the period ended March 31, 2024 (filed on May 13, 2024), the period ended June 30, 2024 (filed on August 12, 2024), and the period ended September 30, 2024 (filed on November 12, 2024).
	●	The current reports on Form 8-K dated January 26, 2024 (filed on January 30, 2024), March 13, 2024 (filed on March 14, 2024), May 1, 2024 (filed on May 7, 2024), May 24, 2024 (filed on May 24, 2024), June 21, 2024 (filed on June 21, 2024), July 23, 2024 (filed on July 24, 2024), November 8, 2024 (filed on November 12, 2024), November 12, 2024 (filed on November 18, 2024), November 22, 2024 (filed on November 29, 2024) and December 19, 2024 (filed on December 20, 2024).
	●	The description of our common stock in the Form 8-A dated October 12, 2021, including any amendment or report filed under the Exchange Act for the purpose of updating such description, including Exhibit 4.1 to our annual report on Form 10-K for the fiscal year ended December 31, 2023.

 

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold (excluding any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such items) will be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the respective date of filing.

 

Any statement contained herein or in a document incorporated by reference herein will be modified or superseded for all purposes to the extent that a statement contained herein or in any other subsequently filed document which is incorporated by reference herein modifies or replaces the statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this registration statement.

 

Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.

 

Item 5.

Interests of Named Experts and Counsel.

 

Graubard Miller issued the opinion as to the legality of the shares of our common stock being registered pursuant to this registration statement.

 

Item 8.

Exhibits.

 

See the Exhibit Index, which is incorporated herein by reference.

 

Item 9.

Undertakings.

 

(a)	The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

 

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

 

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing procedures, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on this 31^st day of January, 2025.

 

	LUCID DIAGNOSTICS INC.
	By:	/s/ Lishan Aklog, M.D.
		Lishan Aklog, M.D.
		Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lishan Aklog, M.D. and Dennis M. McGrath, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement, any and all amendments thereto (including post-effective amendments), and any amendments thereto and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures			Title		Date
By:	/s/ Lishan Aklog, M.D.		Chairman and Chief Executive Officer		January 31, 2025
	Lishan Aklog, M.D.		(Principal Executive Officer)
By:	/s/ Dennis M. McGrath		Chief Financial Officer (Principal		January 31, 2025
	Dennis M. McGrath		Financial and Accounting Officer)
By:	/s/ Stanley N. Lapidus		Vice Chairman and Director		January 31, 2025
	Stanley N. Lapidus
By:	/s/ James L. Cox, M.D.		Director		January 31, 2025
	James L. Cox, M.D.
By:	/s/ Dennis A. Matheis		Director		January 31, 2025
	Dennis A. Matheis
By:	/s/ Jacque J. Sokolov, M.D.		Director		January 31, 2025
	Jacque J. Sokolov, M.D.
By:	/s/ Ronald M. Sparks		Director		January 31, 2025
	Ronald M. Sparks
By:	/s/ Debra J. White		Director		January 31, 2025
	Debra J. White

 

 

EXHIBIT INDEX

 

				Incorporated by Reference
Exhibit No.		Description		Form		Filing Date		Exhibit No.		Filed Herewith
3.1		Amended and Restated Certificate of Incorporation		S-1/A		10/7/21		3.1
3.2		Certificate of Amendment to Certificate of Incorporation, dated June 21, 2023		8-K		6/21/23		3.1
3.3		Certificate of Amendment to Certificate of Incorporation, dated July 23, 2024		8-K		7/23/24		3.1
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock		8-K		3/14/24		3.1
3.5		Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock		8-K		5/7/24		3.1
3.6		Amended and Restated Bylaws		S-1/A		10/7/21		3.2
4.1		Specimen Lucid Diagnostics Inc. Common Stock Certificate		S-1/A		10/7/21		4.1
5.1		Opinion of Graubard Miller								X
10.1		Lucid Diagnostics Inc. Amended and Restated 2018 Long-Term Incentive Equity Plan		14A		5/2/22		Annex A
23.1		Consent of Marcum LLP								X
23.2		Consent of Graubard Miller (included in Exhibit 5.1)								X
24.1		Power of Attorney (included on the signature page hereto)								X
107		Fee Calculation Table								X

 

 

 

Exhibit 5.1

 

 

Facsimile

Direct Dial

 

January 31, 2025

 

Lucid Diagnostics Inc.

360 Madison Avenue, 25^th Floor

New York, NY 10017

 

Ladies and Gentlemen:

 

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Lucid Diagnostics Inc., a Delaware corporation (“Company”), under the Securities Act of 1933, as amended (the “Act”), with respect to an aggregate of 4,018,163 shares (the “Shares”) of common stock, par value $.001 per share (“Common Stock”), newly reserved for issuance by the Company under the Company’s Amended and Restated 2018 Long-Term Incentive Equity Plan (the “Plan”), pursuant to amendments to the Plan approved by the Company’s stockholders and pursuant to Section 3.1 of the Plan and the duly approved resolutions of the Company’s Board of Directors.

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

 

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State and representations and certifications made to us by the Company, including, without limitation, representations that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter. We have also assumed that in granting future awards under the Plan, the Board of Directors of the Company or the appropriate committee thereunder will exercise its discretion in establishing the terms of such awards in accordance with the terms of the applicable Plan and within the permissible limits of the law of the State of Delaware and the certificate of incorporation, as amended, and bylaws, as amended, of the Company.

 

Based upon and subject to the foregoing, it is our opinion that the Shares, when sold in accordance with the terms of the Plan and the individual instruments or agreements governing their issuance, will be legally issued, fully paid and nonassessable.

 

The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on matters covered by this letter of the laws of any other jurisdiction.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

	Very truly yours,
	/s/ Graubard Miller

 

 

 

Exhibit 23.1

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Lucid Diagnostics Inc. on Form S-8 of our report dated March 25, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of Lucid Diagnostics Inc. as of December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023, appearing in the Annual Report on Form 10-K of Lucid Diagnostics Inc. for the year ended December 31, 2023.

 

/s/ Marcum llp
Marcum llp
New York, NY
January 31, 2025

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Lucid Diagnostics Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee(2)
Equity		Common Stock, $0.001 par value per share, reserved for issuance under Long Term Incentive Plan		Other(3)			4,018,163			$	0.8732	(3)		$	3,508,659.93				0.0001531			$	537.18
Total Offering Amounts														$	3,508,659.93							$	537.18
Total Fees Previously Paid																							—
Total Fee Offsets																							—
Net Fee Due																						$	537.18

 

(1)	Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional securities that may be offered pursuant to the terms of the Lucid Diagnostics Inc. Amended and Restated 2018 Long Term Incentive Plan (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
(2)	The Registrant does not have any fee offsets.
(3)	Pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, the proposed maximum offering price per share for the shares reserved for future grants under the Plan is the average of the high and low prices of our common stock as reported on the Nasdaq Capital Market on January 24, 2025.

 

 

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