Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40901 | ||
Entity Registrant Name | LUCID DIAGNOSTICS INC. | ||
Entity Central Index Key | 0001799011 | ||
Entity Tax Identification Number | 82-5488042 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 360 Madison Avenue | ||
Entity Address, Address Line Two | 25th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | (917) | ||
Local Phone Number | 813-1828 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | LUCD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14.4 | ||
Entity Common Stock, Shares Outstanding | 48,244,798 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K where indicated. Such definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the year ended December 31, 2023 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 18,896 | $ 22,474 |
Accounts receivable | 45 | 17 |
Inventory | 278 | 111 |
Prepaid expenses, deposits, and other current assets | 2,854 | 1,754 |
Total current assets | 22,073 | 24,356 |
Fixed assets, net | 1,334 | 1,592 |
Operating lease right-of-use assets | 1,307 | 2,008 |
Intangible assets, net | 1,424 | 3,445 |
Other assets | 1,132 | 1,108 |
Total assets | 27,270 | 32,509 |
Current liabilities: | ||
Accounts payable | 1,146 | 1,056 |
Accrued expenses and other current liabilities | 3,841 | 1,447 |
Operating lease liabilities, current portion | 1,106 | 962 |
Senior Secured Convertible Note - at fair value | 13,950 | |
Due To: PAVmed Inc. - MSA Fee and operating expenses | 9,339 | 4,960 |
Total current liabilities | 29,382 | 8,425 |
Operating lease liabilities, less current portion | 199 | 1,037 |
Total liabilities | 29,581 | 9,462 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; Series A and Series A-1 Convertible Preferred Stock, issued and outstanding 18,625 at December 31, 2023 and no shares issued and outstanding at December 31, 2022 | 18,625 | |
Common stock, $0.001 par value, 200,000,000 shares authorized; 42,329,864 and 40,518,792 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 42 | 41 |
Additional paid-in capital | 129,763 | 121,081 |
Accumulated deficit | (150,741) | (98,075) |
Total Stockholders’ Equity (Deficit) | (2,311) | 23,047 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 27,270 | $ 32,509 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,329,864 | 40,518,792 |
Common stock, shares outstanding | 42,329,864 | 40,518,792 |
Series A-1 Preferred Stock [Member] | ||
Preferred stock, shares issued | 18,625 | 0 |
Preferred stock, shares outstanding | 18,625 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 2,428 | $ 377 | |
Operating expenses: | |||
Cost of revenue | 5,979 | 3,614 | |
Sales and marketing | 16,404 | 16,134 | |
General and administrative | 19,254 | 23,974 | |
Amortization of acquired intangible assets | 2,021 | 1,649 | |
Research and development | 7,252 | 11,257 | |
Total operating expenses | 50,910 | 56,628 | |
Operating loss | (48,482) | (56,251) | |
Other income (expense): | |||
Interest income | 424 | 88 | |
Interest expense | (416) | (8) | |
Change in fair value - Senior Secured Convertible Note | (2,980) | ||
Loss on issue and offering costs - Senior Secured Convertible Note | (1,186) | ||
Debt extinguishments loss - Senior Secured Convertible Note | (26) | ||
Other income (expense), net | (4,184) | 80 | |
Loss before provision for income tax | (52,666) | (56,171) | |
Provision for income taxes | |||
Net loss | $ (52,666) | $ (56,171) | |
Net loss per share - basic | [1] | $ (1.26) | $ (1.55) |
Net loss per share - diluted | [1] | $ (1.26) | $ (1.55) |
Weighted average common shares outstanding, basic | 41,756,129 | 36,172,421 | |
Weighted average common shares outstanding, diluted | 41,756,129 | 36,172,421 | |
[1]- Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 35 | $ 96,608 | $ (41,904) | $ 54,739 | |
Balance, shares at Dec. 31, 2021 | 34,917,907 | ||||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan | $ 1 | 694 | $ 695 | ||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares | 965,341 | 965,342 | |||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 13,859 | $ 13,859 | |||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 1,132 | 1,132 | |||
Vest - restricted stock awards | |||||
Vest - restricted stock awards, shares | 169,320 | ||||
CapNostics, LLC transfer | (211) | (211) | |||
Issuance common stock - APA-RDx - Termination payment | 653 | 653 | |||
Issuance common stock - APA-RDx - Termination payment, shares | 326,701 | ||||
Issuance - Committed Equity Facility, net of financing charges | $ 1 | 1,766 | 1,767 | ||
Issuance - Committed Equity Facility, net of deferred financing charges, shares | 680,263 | ||||
Purchase - Employee Stock Purchase Plan | 109 | 109 | |||
Purchase - Employee Stock Purchase Plan, shares | 84,030 | ||||
Issue common stock - vendor service agreement | $ 4 | 6,471 | 6,475 | ||
Issue common stock - vendor service agreement, shares | 3,375,230 | ||||
Net loss | (56,171) | (56,171) | |||
Balance at Dec. 31, 2022 | $ 41 | 121,081 | (98,075) | $ 23,047 | |
Balance, shares at Dec. 31, 2022 | 40,518,792 | ||||
Exercise - stock options - Lucid Diagnostics Inc. 2018 Equity Plan, shares | |||||
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 5,762 | $ 5,762 | |||
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 1,060 | 1,060 | |||
Vest - restricted stock awards | |||||
Vest - restricted stock awards, shares | 303,980 | ||||
Issuance common stock - APA-RDx - Termination payment | 713 | 713 | |||
Issuance common stock - APA-RDx - Termination payment, shares | 553,436 | ||||
Purchase - Employee Stock Purchase Plan | 551 | 551 | |||
Purchase - Employee Stock Purchase Plan, shares | 508,200 | ||||
Issue common stock - vendor service agreement | 147 | 147 | |||
Issue common stock - vendor service agreement, shares | 100,000 | ||||
Net loss | (52,666) | (52,666) | |||
Conversions - Senior Secured Convertible Note | 166 | 166 | |||
Conversions - Senior Secured Convertible Note, shares | 115,388 | ||||
Issuance - At-The-Market Facility, net of financing charges | $ 1 | 283 | 284 | ||
Issuance - At-The-Market Facility, net of deferred financing charges, shares | 230,068 | ||||
Issuance - Series A and Series A-1 Preferred Stock | $ 18,625 | 18,625 | |||
Issuance - Series A and Series A-1 Preferred Stock, shares | 18,625 | ||||
Balance at Dec. 31, 2023 | $ 18,625 | $ 42 | $ 129,763 | $ (150,741) | $ (2,311) |
Balance, shares at Dec. 31, 2023 | 18,625 | 42,329,864 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (52,666) | $ (56,171) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 2,499 | 1,936 |
Stock-based compensation - Lucid Diagnostics Inc. 2018 Equity Plan | 5,762 | 13,859 |
Stock-based compensation - PAVmed Inc. 2014 Equity Plan | 1,060 | 1,132 |
Change in fair value - Senior Secured Convertible Note | 2,980 | |
Loss on issue - Senior Secured Convertible Note | 1,111 | |
Debt extinguishment loss - Senior Secured Convertible Note | 26 | |
APA-RDx: Issue common stock - termination payment | 713 | 653 |
Issue common stock - vendor service agreement | 23 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (28) | 183 |
Prepaid expenses and other current assets | (1,160) | 1,163 |
Accounts payable | 89 | (445) |
Accrued expenses and other current liabilities | 2,394 | 333 |
Due To: PAVmed Inc. - operating expenses, employee related costs, MSA Fee | 4,380 | 7,672 |
Net cash flows used in operating activities | (32,817) | (29,685) |
Cash flows from investing activities | ||
Purchase of equipment | (221) | (908) |
Asset acquisition | (3,200) | |
Net cash flows used in investing activities | (221) | (4,108) |
Cash flows from financing activities | ||
Proceeds – issue of preferred stock | 18,625 | |
Proceeds – issue of Senior Convertible Note | 10,000 | |
Proceeds – issue of common stock – Committed Equity Facility | 1,807 | |
Proceeds – issue of common stock – At-The-Market Facility | 284 | |
Proceeds – exercise of stock options | 695 | |
Proceeds – issue common stock – Employee Stock Purchase Plan | 551 | 109 |
Net cash flows provided by financing activities | 29,460 | 2,611 |
Net increase (decrease) in cash | (3,578) | (31,182) |
Cash, beginning of period | 22,474 | 53,656 |
Cash, end of period | $ 18,896 | $ 22,474 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (52,666) | $ (56,171) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
The Company | Note 1 — The Company Description of the Business Lucid Diagnostics Inc. (“Lucid”, “Lucid Diagnostics” or the “Company”) is a commercial-stage medical diagnostics technology company focused on the millions of patients with gastroesophageal reflux disease (“GERD”), also known as chronic heartburn, acid reflux or simply reflux, who are at risk of developing esophageal precancer and cancer, specifically highly lethal esophageal adenocarcinoma (“EAC”). Lucid is a majority-owned subsidiary of PAVmed Inc. (“PAVmed”). The Company believes that its flagship product, the EsoGuard Esophageal DNA Test, performed on samples collected with the EsoCheck Esophageal Cell Collection Device, constitutes the first and only commercially available diagnostic test capable of serving as a widespread tool for the early detection of esophageal precancer in at-risk GERD patients. Early detection of esophageal precancer allows patients to undergo appropriate monitoring and treatment, as indicated by clinical practice guidelines, in an effort to prevent progression to esophageal cancer. EsoGuard is a bisulfite-converted next-generation sequencing (NGS) DNA assay performed on surface esophageal cells collected with EsoCheck. Cell samples, including those collected with EsoCheck, as discussed below, are sent to our laboratory, for testing and analyses using our proprietary EsoGuard NGS DNA assay. EsoCheck is a FDA 510(k) and CE Mark cleared noninvasive swallowable balloon capsule catheter device capable of sampling surface esophageal cells in a less than a five-minute office procedure. It consists of a vitamin pill-sized rigid plastic capsule tethered to a thin silicone catheter from which a soft silicone balloon with textured ridges emerges, when inflated, to gently swab surface esophageal cells. When vacuum suction is applied, the balloon and sampled cells are pulled into the capsule, protecting them from contamination and dilution by cells outside of the targeted region during device withdrawal. The Company believes that this proprietary Collect+Protect™ technology makes EsoCheck the only noninvasive esophageal cell collection device capable of such anatomically targeted and protected sampling. EsoGuard and EsoCheck are based on patented technology licensed by Lucid from Case Western Reserve University (“CWRU”). EsoGuard and EsoCheck have been developed to provide an accurate, non-invasive, patient-friendly test for the early detection of EAC and Barrett’s Esophagus (“BE”), including dysplastic BE and related pre-cursors to EAC in patients with chronic GERD. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 2 — Liquidity and Going Concern The Company’s management is required to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements being issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company generated $ 2.4 The Company incurred a net loss of approximately $ 52.7 32.8 7.3 14.0 18.9 The Company’s ability to continue operations beyond March 2025, will depend upon generating substantial revenue that is conditioned upon obtaining positive third-party reimbursement coverage for its EsoGuard Esophageal DNA Test from both government and private health insurance providers, increasing revenue through contracting directly with self-insured employers, and on its ability to raise additional capital through various potential sources including equity and/or debt financings or refinancing existing debt obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc and CapNostics LLC. All intercompany transactions and balances have been eliminated in consolidation. The Company is a majority-owned consolidated subsidiary of PAVmed, which has a majority equity ownership interest and has financial control of the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards, intangible assets and estimate of fair value of debt obligations. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Note 3 — Summary of Significant Accounting Policies Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients Note 3 — Summary of Significant Accounting Policies Inventory The Company carries test supply inventories to support our laboratory activities. The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used. Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. Leases The Company adopted FASB ASC Topic 842, Leases A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 10, Intangible Assets, net Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. Note 3 — Summary of Significant Accounting Policies Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”). The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2023 and 2022; ● With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2023 and 2022; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share. The price per share of PAVmed common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share. Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2023 and 2022, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. Note 3 — Summary of Significant Accounting Policies Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, which is accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 12, Financial Instruments Fair Value Measurements Debt Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. Note 3 — Summary of Significant Accounting Policies Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2023 and 2022. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2023, the Company does no The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, stock options and unvested restricted stock awards granted under the Lucid Diagnostics 2018 Long-Term Incentive Equity Plan. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share for each reporting period presented. JOBS Act EGC Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. Note 3 — Summary of Significant Accounting Policies Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting interest income and classification of certain general and administrative expenses and research and development expenses within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption of the ASU did not have an impact on the Company’s consolidated financial statements. Recent Accounting Standards Updates Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 4 — Revenue from Contracts with Customers EsoGuard Commercialization Agreement The Company entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its former commercial laboratory service provider, ResearchDx Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement was on a month-to-month basis and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022, between LucidDx Labs, a wholly-owned subsidiary of the Company, and RDx, with such agreement further discussed in Note 6, Asset Purchase Agreement and Management Services Agreement Revenue Recognized In the year ended December 31, 2023, the Company recognized revenue of $ 2,428 377 100 Cost of Revenue The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. In the year ended December 31, 2023, the cost of revenue was $ 5,979 3,614 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions The aggregate Due To: PAVmed Inc. for the periods indicated is summarized as follows: Schedule of Due To: PA Vmed Inc MSA Fees Employee-Related Costs PAVmed Inc. OBO Payments Total Balance - December 31, 2022 $ 1,650 $ 3,026 $ 284 $ 4,960 MSA fees 9,000 — — 9,000 ERC - Benefits — 1,828 — 1,828 On Behalf Of (OBO) activities — — 1,035 1,035 Cash payments to PAVmed Inc. (4,500 ) (1,691 ) (1,293 ) (7,484 ) Balance - December 31, 2023 $ 6,150 $ 3,163 $ 26 $ 9,339 Note 5 — Related Party Transactions PAVmed - Management Services Agreement The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed. The MSA does not have a termination date, but may be terminated by the Company’s board of directors. The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and PAVmed. The respective companies’ boards of directors approved an amendment to the MSA to increase the MSA Fee to $ 750 550 390 Subsequent to December 31, 2023, in March 2024, we entered into an eighth amendment to the MSA. Under the amendment, the monthly fee due from the Company to PAVmed was increased from $ 750 833 4,675 3,331,771 The MSA Fee expense classification in the consolidated statement of operations for the periods noted is as follows: Schedule of MSA Fee Expense Classification in Statements of Operations 2023 2022 Years Ended December 31, 2023 2022 Sales & Marketing $ 436 $ 1,043 General & Administrative 6,350 3,066 Research & Development 2,214 1,531 Total MSA Fee $ 9,000 $ 5,640 The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses. In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, and other employees and activities classified as general and administrative. |
Asset Purchase Agreement and Ma
Asset Purchase Agreement and Management Services Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Asset Purchase Agreement And Management Services Agreement | |
Asset Purchase Agreement and Management Services Agreement | Note 6 — Asset Purchase Agreement and Management Services Agreement Asset Purchase Agreement and Management Services Agreement - ResearchDx Inc. Through its wholly-owned subsidiary, LucidDx Labs Inc. (“LucidDx Labs”), the Company entered into an asset purchase agreement (“APA”) dated February 25, 2022, with ResearchDx, Inc. (“RDx”), an unrelated third-party - “APA-RDx”. Under the APA-RDx, LucidDx Labs acquired certain assets from RDx which were combined with other property and equipment to establish a Company-owned CLIA certified, CAP accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory. In connection with the execution and delivery of the APA-RDx, LucidDx Labs Inc. and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022, pursuant to which RDx provided certain testing and related services for the Laboratory. The total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 3,200 Intangible Assets, net. Termination of Management Services Agreement and Modification of Other Payment Obligations - ResearchDx Inc. On February 14, 2023, through LucidDx Labs Inc, the Company entered into an agreement (the “MSA Termination Agreement”) with RDx, pursuant to which the parties mutually agreed to terminate the MSA-RDx without cause. The termination was effective as February 10, 2023. Until the termination of the management service agreement with RDx, RDx had continued to provide certain testing and related services for the Laboratory in accordance with the terms of the MSA-RDx. The MSA Termination Agreement reduces the remaining amounts of the earnout payments and management fees due under the APA-RDx and the MSA-RDx to $ 713 553,436 |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses Deposits And Other Current Assets | |
Prepaid Expenses, Deposits, and Other Current Assets | Note 7 — Prepaid Expenses, Deposits, and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Advanced payments to service providers and suppliers $ 266 $ 371 Prepaid insurance 607 52 Deposits 1,981 1,331 Total prepaid expenses, deposits and other current assets $ 2,854 $ 1,754 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8 — Fixed Assets Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2023 December 31, 2022 Computer and office equipment 2 5 years $ 252 $ 223 Laboratory equipment 3 7 years 1,702 1,526 Furniture and fixtures 3 5 years 146 131 Leasehold improvements - (1) 1 1 Total Fixed Assets 2,101 1,881 Less Accumulated Depreciation (767 ) (289 ) Total Fixed Assets, net $ 1,334 $ 1,592 (1) Lesser of remaining lease term or estimated useful life. Depreciation expense of $ 478 287 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 9 — Leases During the year ended December 31, 2023, the Company entered into additional lease agreements that have commenced and are classified as operating leases and short-term leases for additional Lucid Test Centers. The components of lease expense were as follows: Schedule of Components of Lease Expense 2023 2022 Years Ended December 31, 2023 2022 Operating lease cost $ 1,214 $ 951 Short-term lease cost 87 95 Variable lease cost 58 20 Total lease cost $ 1,359 $ 1,066 The Company’s future lease payments as of December 31, 2023, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Lease Payments of Operating Lease Liabilities 2024 $ 1,161 2025 127 2026 63 2027 24 Total lease payments $ 1,375 Less: imputed interest (70 ) Present value of lease liabilities $ 1,305 Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Cash Flow Supplemental Information Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,207 $ 949 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 380 $ 2,763 Weighted-average remaining lease term - operating leases (in years) 1.39 2.03 Weighted-average discount rate - operating leases 7.875 % 7.875 % As of December 31, 2023 and 2022, the Company’s right-of-use assets from operating leases were $ 1,307 2,008 1,305 1,999 1,106 962 199 1,037 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 10 — Intangible Assets, net Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life December 31, 2023 December 31, 2022 Defensive technology 60 $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 3,200 $ 3,200 Total Intangible assets 5,305 5,305 Less Accumulated Amortization (3,881 ) (1,860 ) Intangible Assets, net $ 1,424 $ 3,445 The defensive technology intangible asset of $ 2.1 0.2 2.1 60 As noted in Note 6, Asset Purchase Agreement and Management Services Agreement Amortization expense of the intangible assets discussed above was $ 2,021 1,649 Schedule of Future Amortization Expense 2024 $ 688 2025 421 2026 315 Total $ 1,424 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 11 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2023 December 31, 2022 Compensation and Employee Benefits $ 1,178 $ 879 CWRU Amended License Agreement - Royalty fee 96 10 Operating expenses 2,018 558 Other 549 — Total accrued expenses and other current liabilities $ 3,841 $ 1,447 |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 12 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2023 March 2023 Senior Convertible Note $ — $ — $ 13,950 $ 13,950 Totals $ — $ — $ 13,950 $ 13,950 1 There were no transfers between the respective Levels during the year ended December 31, 2023. As discussed in Note 13, Debt 11.1 The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 (date of issuance) and December 31, 2023 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used March 2023 Senior Convertible Note: March 2023 Senior Convertible Note: Fair Value $ 11,900 $ 13,950 Face value principal payable $ 11,111 $ 11,019 Required rate of return 11.00 % 10.00 % Conversion Price $ 5.00 $ 5.00 Value of common stock $ 1.54 $ 1.41 Expected term (years) 2.00 1.22 Volatility 75.00 % 60.00 % Risk free rate 4.09 % 4.56 % Dividend yield — % — % The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and the volatility of similar entities within the medical device industry. Changes in these assumptions can materially affect the estimated fair values. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 13 — Debt The fair value and face value principal outstanding of the March 2023 Senior Convertible Note as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 13,950 Balance as of December 31, 2023 $ 11,019 $ 13,950 The changes in the fair value of debt during the year ended December 31, 2023 is as follows: Schedule of Changes in Fair Value of Debt March 2023 Senior Convertible Note Other Income (expense) Fair Value - December 31, 2022 $ — $ — Face value principal – issue date 11,111 $ — Fair value adjustment – issue date 789 (789 ) Installment repayments – common stock (92 ) — Non-installment payments – common stock (49 ) — Change in fair value 2,191 (2,191 ) Fair Value at December 31, 2023 $ 13,950 - Other Income (Expense) - Change in fair value – year ended December 31, 2023 $ (2,980 ) March 2023 Senior Secured Convertible Note Lucid Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to purchase, an aggregate of $ 11.1 Under the SPA, Lucid issued in a registered direct offering under its effective shelf registration statement a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, with such note having a $ 11.1 7.875% 5.00 The March 2023 Senior Convertible Note proceeds were $ 9.925 1.186 During the period from March 21, 2023 to September 20, 2023, the Company was required to pay interest expense only (on the $11.1 million face value principal), at 7.875% 391 Note 13 — Debt Commencing September 21, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including March 14, 2025 (each referred to as an “Installment Date”); and on the March 21, 2025 292 In addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment Date conversion price. The payment of all amounts due and payable under this senior convertible note is guaranteed by all of Lucid Diagnostics’ subsidiaries; and the obligations under this senior convertible note are secured by all of the assets of Lucid Diagnostics and its subsidiaries. Lucid is subject to certain customary affirmative and negative covenants regarding the rank of the note, along with the incurrence of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. Lucid is subject to financial covenants requiring: (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) the Company’s market capitalization to at no time be less than $30 million. The March 2023 Senior Convertible Note installment payments may be made in shares of Lucid Diagnostics common stock at a conversion price that is the lower of the contractual conversion price and 82.5% 0.30 In the year ended December 31, 2023, approximately $ 92 48 115,388 166 26 260 242,390 359 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 14 — Stock-Based Compensation Lucid Diagnostics 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee. A total of 11,644,000 2,832,133 423,300 50,000 2,680,038 Note 14 — Stock-Based Compensation Lucid Diagnostics Stock Options Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 2,365,000 $ 3.68 Exercised (965,342 ) $ 0.72 Forfeited (253,523 ) $ 3.83 Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 $ 428 Granted (1) 3,618,000 $ 1.32 Exercised — $ — Forfeited (678,994 ) $ 2.75 Outstanding stock options at December 31, 2023 (3) 5,504,383 $ 2.00 8.5 $ 765 Vested and exercisable stock options at December 31, 2023 2,339,527 $ 2.30 7.8 $ 529 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 Subsequent to December 31, 2023 , on February 22, 2024, the company granted 2,895,000 with a weighted average exercise price of $ 1.25 Lucid Diagnostics Restricted Stock Awards Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of December 31, 2022 (1) 2,091,420 $ 11.44 Granted 550,000 1.29 Vested (303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of December 31, 2023 2,337,440 $ 8.99 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 PAVmed Inc. 2014 Equity Plan The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above). Note 14 — Stock-Based Compensation Stock-Based Compensation Expense The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2023 2022 Years Ended December 31, 2023 2022 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 63 $ 13 Lucid Diagnostics 2018 Equity Plan – sales and marketing 948 968 Lucid Diagnostics 2018 Equity Plan - general and administrative 4,455 12,691 Lucid Diagnostics 2018 Equity Plan - research and development 296 187 PAVmed 2014 Equity Plan - cost of revenue 37 3 PAVmed 2014 Equity Plan - sales and marketing 463 654 PAVmed 2014 Equity Plan - general and administrative 173 262 PAVmed 2014 Equity Plan - research and development 387 213 Total stock-based compensation expense $ 6,822 $ 14,991 The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician inventors. As of December 31, 2023, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Weighted Average Remaining Service Period (Years) Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,566 2.0 Restricted Stock Awards $ 1,167 2.2 PAVmed 2014 Equity Plan Stock Options $ 432 2.1 Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 0.88 2.30 Schedule of Stock-based Compensation Valuation Assumptions 2023 2022 Years Ended December 31, 2023 2022 Expected term of stock options (in years) 5.6 5.6 Expected stock price volatility 74 % 71 % Risk free interest rate 3.9 % 2.1 % Expected dividend yield — % — % Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”) A total of 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 276 on March 31, 2023 under the Lucid ESPP. A total of 276,213 and 84,030 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $ 275 and $ 109 on September 30, 2023 and 2022, respectively, under the Lucid ESPP. The Lucid ESPP has a total reservation of 1,000,000 shares of common stock of which 407,770 shares are available for issue as of December 31, 2023. In January 2024, our board authorized an increase in the number of shares available for issue by 500,000 . |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 15 — Stockholders’ Equity Series A Preferred Stock Offering On March 7, 2023, the Company issued 13,625 0.001 1,000 13.625 Each share of Series A Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations into such number of shares of the Company’s common stock, equal to the number of Series A Preferred Shares to be converted, multiplied by the stated value of $ 1,000 1.394 The Series A Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not by its terms senior to or pari passu with the Series A Preferred Stock. The holders of Series A Preferred Stock will be entitled to dividends payable as follows: (i) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2024, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2025. A holder that converts its Series A Preferred Stock prior to March 7, 2024 or March 7, 2025, as the case may be, will not receive the dividend that accrues on such date with respect to such converted Series A Preferred Stock. The holders of the Series A Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as defined in the Certificate of Designation), the holders of shares of Series A Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to such event. The Series A Preferred Stock is a non-voting security, other than with respect to limited matters related to changes in terms of the Series A Preferred Stock. The Company will not effect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s outstanding common stock). The Company and the investors in the offering also executed a registration rights agreement (the “Series A Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series A Preferred Stock. Series A-1 Preferred Stock Offering On October 17, 2023, the Company issued 5,000 1.2592 5.0 The Company and the investors in the offering also executed a registration rights agreement (the “Series A-1 Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant to the Series A-1 Preferred Stock. Subsequent to December 31, 2023, on March 13, 2024, the Company issued an additional 5,670 Series B Preferred Stock Offering and Exchange Subsequent to December 31, 2023, on March 13, 2024, the Company issued 44,285 1.2444 8.00 18.1 As a result of 100% of the then-outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock being exchanged for shares of Series B Preferred Stock in the Series B Preferred Stock Offering and Exchange, no Lucid Diagnostics Common Stock In June 2023, the Company received shareholder approval to issue up to 200 100 As of December 31, 2023 and 2022 there were 42,329,864 40,518,792 31,302,420 Note 15 — Stockholders’ Equity Subsequent to December 31, 2023, on January 26, 2024 PAVmed elected to receive payment of $ 4,675 3,331,771 31,302,444 Committed Equity Facility and ATM Facility On March 28, 2022, the Company entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”). Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 680,263 1.8 4% In November 2022, the Company entered into an “at-the-market offering” (“ATM”) for up to $ 6.5 230,068 0.3 3% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 — Income Taxes Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense 2023 2022 Years Ended December 31, 2023 2022 Current Federal, State and Local $ — $ — Deferred Federal (9,281 ) (12,703 ) State and Local (6,897 ) 1,209 Current and Deferred tax (benefit) expense (16,178 ) (11,494 ) Less: Valuation allowance reserve 16,178 11,494 Income tax (benefit) expense $ — $ — The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Reconciliation of Federal Statutory Income Tax Rate 2023 2022 Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.4 % 7.2 % Permanent differences (1.3 )% 0.6 % Tax credits 1.5 % 0.5 % Revaluation of state deferred taxes — % (8.8 )% Federal deferred true-up (0.7 )% — % State deferred true-up 3.8 % — % Valuation allowance (30.7 )% (20.5 )% Effective tax rate — % — % The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Net Deferred Tax Assets 2023 2022 Years Ended December 31, 2023 2022 Deferred Tax Assets Net operating loss $ 29,059 $ 16,015 Debt issue costs 55 — Stock-based compensation expense 7,984 6,920 Accrued expenses 111 80 Depreciation & amortization 790 240 Research and development expenditures 3,109 2,442 Research and development tax credit carryforwards 1,062 295 Deferred tax assets $ 42,170 $ 25,992 Deferred Tax Liabilities Depreciation — — Deferred Tax Liabilities $ — $ — Deferred tax assets, net of deferred tax liabilities 42,170 25,992 Less: valuation allowance (42,170 ) (25,992 ) Deferred tax assets, net after valuation allowance $ — $ — Note 16 — Income Taxes Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted. As required by FASB ASC Topic 740, Income Taxes, (“ASC 740”), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2023 and 2022. Lucid Diagnostics has federal and state net operating loss (“NOL”) carryforwards, available to reduce future taxable income, if any, as of December 31, 2023 and 2022, as follows: federal NOL carryforward of approximately $ 103.5 65.1 103.5 65.1 expiration dates commencing in 2037 As discussed herein, on October 14, 2021, Lucid Diagnostics completed its initial public offering (“IPO”) of its common stock. While PAVmed Inc. holds a majority-interest equity ownership and has a controlling financial interest, its ownership interest was reduced from 81.8477% before the IPO to 79.9796% after the IPO. Accordingly, Lucid Diagnostics is included in the PAVmed consolidated income tax returns through October 13, 2021, and effective October 14, 2021, Lucid Diagnostics will file its income tax returns on a stand-alone legal entity basis. The Lucid Diagnostics stand-alone legal entity estimated income tax provision was computed on an assumed separate income tax return for the periods presented through October 13, 2021, wherein, the estimated income tax provision of Lucid Diagnostics is computed as if its income tax returns were filed by Lucid Diagnostics on a stand-alone legal entity basis. Notwithstanding the absence of a formal tax sharing agreement between PAVmed and Lucid Diagnostics, the Lucid Diagnostics stand-alone legal entity current tax expense and /or tax refund, if any, would be settled with PAVmed(as opposed with the respective tax authority) through October 13, 2021. The deferred tax asset and /or deferred tax liability; a valuation allowance on the deferred tax asset, net; and /or an uncertain tax position, if any; each as discussed above, is determined based on Lucid Diagnostics stand-alone legal entity assumed filing of separate income tax returns. The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2018 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company has not recognized any penalties or interest related to its income tax provision. In August 2022, the U.S. Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives. The adoption of a corporate minimum tax of 15% is not expected to impact Lucid’s effective tax rate. The excise tax of 1% on corporate share buybacks will not have an impact on the Company’s effective tax rate. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 17 — Net Loss Per Share The Net loss per share basic and diluted for the respective periods indicated is as follows: Schedule of Net Loss Per Share Basic and Diluted 2023 2022 Years Ended December 31, 2023 2022 Numerator Net loss $ (52,666 ) $ (56,171 ) Denominator Weighted average common shares outstanding, basic and diluted 41,756,129 36,172,421 Net loss per share (1) Net loss per share - basic and diluted $ (1.26 ) $ (1.55 ) (1) - Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2023 and 2022 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all years presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows: Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share 2023 2022 December 31, 2023 2022 Stock options 5,504,383 2,565,377 Unvested restricted stock awards 2,337,440 2,091,420 Preferred stock 13,744,812 — Total 21,586,635 4,656,797 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned subsidiaries, LucidDx Labs Inc and CapNostics LLC. All intercompany transactions and balances have been eliminated in consolidation. The Company is a majority-owned consolidated subsidiary of PAVmed, which has a majority equity ownership interest and has financial control of the Company. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All amounts in the accompanying consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the estimated fair value of stock-based equity awards, intangible assets and estimate of fair value of debt obligations. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. |
Cash | Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Note 3 — Summary of Significant Accounting Policies |
Offering Costs | Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. |
Revenue Recognition | Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients Note 3 — Summary of Significant Accounting Policies |
Inventory | Inventory The Company carries test supply inventories to support our laboratory activities. The inventories are carried at the lower of weighted average cost and net realizable value and expensed through cost of sales as the supplies are used. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. The costs for maintenance and repairs are expensed as incurred. |
Leases | Leases The Company adopted FASB ASC Topic 842, Leases A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. |
Intangible Assets | Intangible Assets Purchased intangible assets are recorded at cost and depreciated using the straight-line method over the assets’ estimated useful life. See Note 10, Intangible Assets, net |
Impairment - Long Lived Assets | Impairment - Long Lived Assets The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. The assessment and determination of the existence of an impairment indicator comprises measurable operating performance criteria as well as qualitative factors deemed relevant and appropriate to such evaluation. Note 3 — Summary of Significant Accounting Policies |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards are made to members of the board of directors of the Company, the Company’s employees and non-employees, under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan. The Company accounts for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Stock Compensation (“ASC 718”). The grant-date estimated fair value of the stock-based award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted, as applicable, so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the vested portion of the respective stock-based award as of the reporting date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed 2014 Equity Plan and the Lucid Diagnostics 2018 Equity Plan, which requires the Company to make certain weighted-average valuation estimates and assumptions for stock-based awards, principally as follows: ● With respect to the PAVmed 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed common stock over the period commensurate with the expected term with respect to stock options granted to the board of directors and employees in the years ended December 31, 2023 and 2022; ● With respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of Lucid Diagnostics common stock and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term with respect to stock options granted to employees in the years ended December 31, 2023 and 2022; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with either the expected term or the remaining contractual term, as applicable, of the stock option; and, ● The expected dividend yield is based on annual dividends of $ 0.00 The price per share of Lucid Diagnostics common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan is its quoted closing price per share. The price per share of PAVmed common stock used in the computation of estimated fair value of stock options and restricted stock awards granted under the PAVmed 2014 Equity Plan is its quoted closing price per share. |
Financial Instruments Fair Value Measurements | Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2023 and 2022, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. Note 3 — Summary of Significant Accounting Policies |
Fair Value Option (“FVO”) Election | Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 13, 2023, the Company issued a Senior Secured Convertible Note dated March 21, 2023, referred to herein as the “March 2023 Senior Convertible Note”, which is accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 12, Financial Instruments Fair Value Measurements Debt |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. |
Patent Costs and Purchased Patent License Rights | Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 730, “Research and Development”, (“ASC 730”), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the United States Food and Drug Administration (“FDA”), are charged to research and development expense as incurred. Future contract milestone and /or royalty payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. Note 3 — Summary of Significant Accounting Policies |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2023 and 2022. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2023, the Company does no The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no |
Net Loss Per Share | Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days the incremental shares would potentially be issued and outstanding during the periods indicated, if dilutive. The Company’s common stock equivalents include convertible preferred stock, stock options and unvested restricted stock awards granted under the Lucid Diagnostics 2018 Long-Term Incentive Equity Plan. Notwithstanding, as the Company has a net loss for each reporting period presented, only the basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share for each reporting period presented. |
JOBS Act EGC Accounting Election | JOBS Act EGC Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. Note 3 — Summary of Significant Accounting Policies |
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting interest income and classification of certain general and administrative expenses and research and development expenses within operating expenses on the statements of operations, in the consolidated financial statements and accompanying notes to the consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption of the ASU did not have an impact on the Company’s consolidated financial statements. Recent Accounting Standards Updates Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Due To: PA Vmed Inc | The aggregate Due To: PAVmed Inc. for the periods indicated is summarized as follows: Schedule of Due To: PA Vmed Inc MSA Fees Employee-Related Costs PAVmed Inc. OBO Payments Total Balance - December 31, 2022 $ 1,650 $ 3,026 $ 284 $ 4,960 MSA fees 9,000 — — 9,000 ERC - Benefits — 1,828 — 1,828 On Behalf Of (OBO) activities — — 1,035 1,035 Cash payments to PAVmed Inc. (4,500 ) (1,691 ) (1,293 ) (7,484 ) Balance - December 31, 2023 $ 6,150 $ 3,163 $ 26 $ 9,339 |
Schedule of MSA Fee Expense Classification in Statements of Operations | Schedule of MSA Fee Expense Classification in Statements of Operations 2023 2022 Years Ended December 31, 2023 2022 Sales & Marketing $ 436 $ 1,043 General & Administrative 6,350 3,066 Research & Development 2,214 1,531 Total MSA Fee $ 9,000 $ 5,640 |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses Deposits And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Advanced payments to service providers and suppliers $ 266 $ 371 Prepaid insurance 607 52 Deposits 1,981 1,331 Total prepaid expenses, deposits and other current assets $ 2,854 $ 1,754 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets, less accumulated depreciation, consisted of the following as of: Schedule of Fixed Assets Estimated Useful Life December 31, 2023 December 31, 2022 Computer and office equipment 2 5 years $ 252 $ 223 Laboratory equipment 3 7 years 1,702 1,526 Furniture and fixtures 3 5 years 146 131 Leasehold improvements - (1) 1 1 Total Fixed Assets 2,101 1,881 Less Accumulated Depreciation (767 ) (289 ) Total Fixed Assets, net $ 1,334 $ 1,592 (1) Lesser of remaining lease term or estimated useful life. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense 2023 2022 Years Ended December 31, 2023 2022 Operating lease cost $ 1,214 $ 951 Short-term lease cost 87 95 Variable lease cost 58 20 Total lease cost $ 1,359 $ 1,066 |
Schedule of Future Lease Payments of Operating Lease Liabilities | The Company’s future lease payments as of December 31, 2023, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s consolidated balance sheets are as follows: Schedule of Future Lease Payments of Operating Lease Liabilities 2024 $ 1,161 2025 127 2026 63 2027 24 Total lease payments $ 1,375 Less: imputed interest (70 ) Present value of lease liabilities $ 1,305 |
Schedule of Cash Flow Supplemental Information | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Cash Flow Supplemental Information Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,207 $ 949 Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 380 $ 2,763 Weighted-average remaining lease term - operating leases (in years) 1.39 2.03 Weighted-average discount rate - operating leases 7.875 % 7.875 % |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Estimated Useful Life December 31, 2023 December 31, 2022 Defensive technology 60 $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 3,200 $ 3,200 Total Intangible assets 5,305 5,305 Less Accumulated Amortization (3,881 ) (1,860 ) Intangible Assets, net $ 1,424 $ 3,445 |
Schedule of Future Amortization Expense | Schedule of Future Amortization Expense 2024 $ 688 2025 421 2026 315 Total $ 1,424 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following items as of: Schedule of Accrued Expenses and Other Current Liabilities December 31, 2023 December 31, 2022 Compensation and Employee Benefits $ 1,178 $ 879 CWRU Amended License Agreement - Royalty fee 96 10 Operating expenses 2,018 558 Other 549 — Total accrued expenses and other current liabilities $ 3,841 $ 1,447 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The fair value hierarchy table for the reporting date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using 1 Level-1 Inputs Level-2 Inputs Level-3 Inputs Total December 31, 2023 March 2023 Senior Convertible Note $ — $ — $ 13,950 $ 13,950 Totals $ — $ — $ 13,950 $ 13,950 1 There were no transfers between the respective Levels during the year ended December 31, 2023. |
Schedule of Fair Value Assumption Used | The estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 (date of issuance) and December 31, 2023 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used March 2023 Senior Convertible Note: March 2023 Senior Convertible Note: Fair Value $ 11,900 $ 13,950 Face value principal payable $ 11,111 $ 11,019 Required rate of return 11.00 % 10.00 % Conversion Price $ 5.00 $ 5.00 Value of common stock $ 1.54 $ 1.41 Expected term (years) 2.00 1.22 Volatility 75.00 % 60.00 % Risk free rate 4.09 % 4.56 % Dividend yield — % — % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The fair value and face value principal outstanding of the March 2023 Senior Convertible Note as of the dates indicated are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value March 2023 Senior Convertible Note March 21, 2025 7.875 % $ 5.00 $ 11,019 $ 13,950 Balance as of December 31, 2023 $ 11,019 $ 13,950 |
Schedule of Changes in Fair Value of Debt | The changes in the fair value of debt during the year ended December 31, 2023 is as follows: Schedule of Changes in Fair Value of Debt March 2023 Senior Convertible Note Other Income (expense) Fair Value - December 31, 2022 $ — $ — Face value principal – issue date 11,111 $ — Fair value adjustment – issue date 789 (789 ) Installment repayments – common stock (92 ) — Non-installment payments – common stock (49 ) — Change in fair value 2,191 (2,191 ) Fair Value at December 31, 2023 $ 13,950 - Other Income (Expense) - Change in fair value – year ended December 31, 2023 $ (2,980 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Issued and Outstanding Activities | Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Stock Options Issued and Outstanding Activities Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 Granted (1) 2,365,000 $ 3.68 Exercised (965,342 ) $ 0.72 Forfeited (253,523 ) $ 3.83 Outstanding stock options at December 31, 2022 2,565,377 $ 3.14 8.3 $ 428 Granted (1) 3,618,000 $ 1.32 Exercised — $ — Forfeited (678,994 ) $ 2.75 Outstanding stock options at December 31, 2023 (3) 5,504,383 $ 2.00 8.5 $ 765 Vested and exercisable stock options at December 31, 2023 2,339,527 $ 2.30 7.8 $ 529 (1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Restricted Stock Award Activity | Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of December 31, 2022 (1) 2,091,420 $ 11.44 Granted 550,000 1.29 Vested (303,980 ) 11.95 Forfeited — — Unvested restricted stock awards as of December 31, 2023 2,337,440 $ 8.99 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Expense 2023 2022 Years Ended December 31, 2023 2022 Lucid Diagnostics 2018 Equity Plan – cost of revenue $ 63 $ 13 Lucid Diagnostics 2018 Equity Plan – sales and marketing 948 968 Lucid Diagnostics 2018 Equity Plan - general and administrative 4,455 12,691 Lucid Diagnostics 2018 Equity Plan - research and development 296 187 PAVmed 2014 Equity Plan - cost of revenue 37 3 PAVmed 2014 Equity Plan - sales and marketing 463 654 PAVmed 2014 Equity Plan - general and administrative 173 262 PAVmed 2014 Equity Plan - research and development 387 213 Total stock-based compensation expense $ 6,822 $ 14,991 |
Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period | As of December 31, 2023, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period Unrecognized Weighted Average Remaining Service Period (Years) Lucid Diagnostics 2018 Equity Plan Stock Options $ 3,566 2.0 Restricted Stock Awards $ 1,167 2.2 PAVmed 2014 Equity Plan Stock Options $ 432 2.1 |
Schedule of Stock-based Compensation Valuation Assumptions | Schedule of Stock-based Compensation Valuation Assumptions 2023 2022 Years Ended December 31, 2023 2022 Expected term of stock options (in years) 5.6 5.6 Expected stock price volatility 74 % 71 % Risk free interest rate 3.9 % 2.1 % Expected dividend yield — % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense for respective periods noted is as follows: Schedule of Income Tax (Benefit) Expense 2023 2022 Years Ended December 31, 2023 2022 Current Federal, State and Local $ — $ — Deferred Federal (9,281 ) (12,703 ) State and Local (6,897 ) 1,209 Current and Deferred tax (benefit) expense (16,178 ) (11,494 ) Less: Valuation allowance reserve 16,178 11,494 Income tax (benefit) expense $ — $ — |
Schedule of Reconciliation of Federal Statutory Income Tax Rate | The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Schedule of Reconciliation of Federal Statutory Income Tax Rate 2023 2022 Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal benefit 6.4 % 7.2 % Permanent differences (1.3 )% 0.6 % Tax credits 1.5 % 0.5 % Revaluation of state deferred taxes — % (8.8 )% Federal deferred true-up (0.7 )% — % State deferred true-up 3.8 % — % Valuation allowance (30.7 )% (20.5 )% Effective tax rate — % — % |
Schedule of Net Deferred Tax Assets | The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Schedule of Net Deferred Tax Assets 2023 2022 Years Ended December 31, 2023 2022 Deferred Tax Assets Net operating loss $ 29,059 $ 16,015 Debt issue costs 55 — Stock-based compensation expense 7,984 6,920 Accrued expenses 111 80 Depreciation & amortization 790 240 Research and development expenditures 3,109 2,442 Research and development tax credit carryforwards 1,062 295 Deferred tax assets $ 42,170 $ 25,992 Deferred Tax Liabilities Depreciation — — Deferred Tax Liabilities $ — $ — Deferred tax assets, net of deferred tax liabilities 42,170 25,992 Less: valuation allowance (42,170 ) (25,992 ) Deferred tax assets, net after valuation allowance $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share Basic and Diluted | The Net loss per share basic and diluted for the respective periods indicated is as follows: Schedule of Net Loss Per Share Basic and Diluted 2023 2022 Years Ended December 31, 2023 2022 Numerator Net loss $ (52,666 ) $ (56,171 ) Denominator Weighted average common shares outstanding, basic and diluted 41,756,129 36,172,421 Net loss per share (1) Net loss per share - basic and diluted $ (1.26 ) $ (1.55 ) (1) - Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. |
Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share | Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share 2023 2022 December 31, 2023 2022 Stock options 5,504,383 2,565,377 Unvested restricted stock awards 2,337,440 2,091,420 Preferred stock 13,744,812 — Total 21,586,635 4,656,797 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenues | $ 2,428 | $ 377 |
Net loss | 52,666 | 56,171 |
Net cash flows used in operating activities | 32,817 | 29,685 |
Working capital | 7,300 | |
Senior Secured Convertible Note | 13,950 | |
Cash | $ 18,900 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Annual dividends, amount per share | $ 0 | |
Unrecognized tax benefits | $ 0 | |
Penalties and interest accrued | $ 0 | $ 0 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |
Feb. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Revenue from contract with customer | $ 2,428 | $ 377 | |
Cost of revenue | $ 5,979 | $ 3,614 | |
EsoGuard Commercialization Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Minimum fixed monthly fee | $ 100 |
Schedule of Due To_ PA Vmed Inc
Schedule of Due To: PA Vmed Inc (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | $ 4,960 |
MSA fees | 9,000 |
ERC - Benefits | 1,828 |
On Behalf Of (OBO) activities | 1,035 |
Cash payments to PAVmed Inc. | (7,484) |
Balance - December 31, 2023 | 9,339 |
MSA Fees [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | 1,650 |
MSA fees | 9,000 |
ERC - Benefits | |
On Behalf Of (OBO) activities | |
Cash payments to PAVmed Inc. | (4,500) |
Balance - December 31, 2023 | 6,150 |
ERC Payroll Benefits [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | 3,026 |
MSA fees | |
ERC - Benefits | 1,828 |
On Behalf Of (OBO) activities | |
Cash payments to PAVmed Inc. | (1,691) |
Balance - December 31, 2023 | 3,163 |
OBO Payments [Member] | |
Short-Term Debt [Line Items] | |
Balance - December 31, 2022 | 284 |
MSA fees | |
ERC - Benefits | |
On Behalf Of (OBO) activities | 1,035 |
Cash payments to PAVmed Inc. | (1,293) |
Balance - December 31, 2023 | $ 26 |
Schedule of MSA Fee Expense Cla
Schedule of MSA Fee Expense Classification in Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Total MSA Fee | $ 9,000 | |
Pavmed Inc [Member] | Management Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Total MSA Fee | 9,000 | $ 5,640 |
Pavmed Inc [Member] | Management Services Agreement [Member] | Selling and Marketing Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Total MSA Fee | 436 | 1,043 |
Pavmed Inc [Member] | Management Services Agreement [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Total MSA Fee | 6,350 | 3,066 |
Pavmed Inc [Member] | Management Services Agreement [Member] | Research and Development Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Total MSA Fee | $ 2,214 | $ 1,531 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Mar. 15, 2024 | Jan. 26, 2024 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | |
Subsequent Event [Member] | Management Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly payment owed for MSA fees | $ 4,675 | ||||
Pavmed Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly fees | $ 550 | $ 390 | $ 750 | ||
Pavmed Inc [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly fees | $ 833 | ||||
Issuance of shares | 3,331,771 |
Asset Purchase Agreement and _2
Asset Purchase Agreement and Management Services Agreement (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 25, 2022 | Feb. 28, 2023 | Feb. 14, 2023 | |
MSA Termination Agreement [Member] | |||
Asset Acquisition [Line Items] | |||
Earnout payments and management fees due | $ 713 | ||
Issuance of common shares | 553,436 | ||
Research DX Inc [Member] | Asset Purchase Agreement [Member] | |||
Asset Acquisition [Line Items] | |||
Purchase price consideration payable | $ 3,200 | ||
Intangible assets | $ 3,200 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses Deposits And Other Current Assets | ||
Advanced payments to service providers and suppliers | $ 266 | $ 371 |
Prepaid insurance | 607 | 52 |
Deposits | 1,981 | 1,331 |
Total prepaid expenses, deposits and other current assets | $ 2,854 | $ 1,754 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 2,101 | $ 1,881 | |
Less Accumulated Depreciation | (767) | (289) | |
Total Fixed Assets, net | 1,334 | 1,592 | |
Computer and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 252 | 223 | |
Computer and Office Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 2 years | ||
Computer and Office Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 5 years | ||
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 1,702 | 1,526 | |
Laboratory Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | ||
Laboratory Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 7 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 146 | 131 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Fixed Assets | $ 1 | $ 1 | |
Leasehold Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | [1] | ||
[1]Lesser of remaining lease term or estimated useful life. |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 478 | $ 287 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost | $ 1,214 | $ 951 |
Short-term lease cost | 87 | 95 |
Variable lease cost | 58 | 20 |
Total lease cost | $ 1,359 | $ 1,066 |
Schedule of Future Lease Paymen
Schedule of Future Lease Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 1,161 | |
2025 | 127 | |
2026 | 63 | |
2027 | 24 | |
Total lease payments | 1,375 | |
Less: imputed interest | (70) | |
Present value of lease liabilities | $ 1,305 | $ 1,999 |
Schedule of Cash Flow Supplemen
Schedule of Cash Flow Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 1,207 | $ 949 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 380 | $ 2,763 |
Weighted-average remaining lease term - operating leases (in years) | 1 year 4 months 20 days | 2 years 10 days |
Weighted-average discount rate - operating leases | 7.875% | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right of use asset | $ 1,307 | $ 2,008 |
Operating lease obligations | 1,305 | 1,999 |
Operating lease liabilities, current | 1,106 | 962 |
Operating lease liabilities, non-current | $ 199 | $ 1,037 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets | $ 5,305 | $ 5,305 |
Less Accumulated Amortization | (3,881) | (1,860) |
Total Intangible Assets, net | $ 1,424 | $ 3,445 |
Defensive Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 60 months | 60 months |
Total Intangible assets | $ 2,105 | $ 2,105 |
Laboratory Information Management Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 24 months | 24 months |
Total Intangible assets | $ 3,200 | $ 3,200 |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 688 | |
2025 | 421 | |
2026 | 315 | |
Total | $ 1,424 | $ 3,445 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | |
Impairment Effects on Earnings Per Share [Line Items] | ||||
Intangible assets | $ 5,305 | $ 5,305 | ||
Accumulated amortization | (3,881) | (1,860) | ||
Amortization expense of intangible assets | $ 2,021 | $ 1,649 | ||
Defensive Technology [Member] | ||||
Impairment Effects on Earnings Per Share [Line Items] | ||||
Intangible assets | $ 2,100 | |||
Accumulated amortization | $ 200 | |||
Defensive Technology [Member] | Pavmed Inc [Member] | ||||
Impairment Effects on Earnings Per Share [Line Items] | ||||
Purchase consideration paid | $ 2,100 | |||
Finite lived intangible asset useful life | 60 months |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and Employee Benefits | $ 1,178 | $ 879 |
CWRU Amended License Agreement - Royalty fee | 96 | 10 |
Operating expenses | 2,018 | 558 |
Other | 549 | |
Total accrued expenses and other current liabilities | $ 3,841 | $ 1,447 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Dec. 31, 2023 USD ($) | [1] |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 13,950 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 13,950 | |
March 2023 Senior Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 13,950 | |
March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
March 2023 Senior Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 13,950 | |
[1]There were no transfers between the respective Levels during the year ended December 31, 2023. |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Used (Details) $ in Thousands | 12 Months Ended | |||
Mar. 21, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Mar. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value | $ 13,950 | |||
Face value principal payable | 11,019 | |||
March 2023 Senior Convertible Note [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value | $ 11,900 | 13,950 | ||
Face value principal payable | $ 11,111 | $ 11,019 | $ 11,100 | |
March 2023 Senior Convertible Note [Member] | Measurement Input Required Rate of Return [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumption measurement input | 11 | 10 | ||
March 2023 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumption measurement input | $ / shares | 5 | 5 | ||
March 2023 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumption measurement input | $ / shares | 1.54 | 1.41 | ||
March 2023 Senior Convertible Note [Member] | Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected term years | 2 years | 1 year 2 months 19 days | ||
March 2023 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumption measurement input | 75 | 60 | ||
March 2023 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumption measurement input | 4.09 | 4.56 | ||
March 2023 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value assumption measurement input |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 21, 2023 | Mar. 13, 2023 |
Short-Term Debt [Line Items] | |||
Face value principal payable | $ 11,019 | ||
March 2023 Senior Convertible Note [Member] | |||
Short-Term Debt [Line Items] | |||
Face value principal payable | $ 11,019 | $ 11,111 | $ 11,100 |
Summary of Outstanding Debt (De
Summary of Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 21, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 13, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Conversion Price | $ 0.30 | ||||
Face Value Principal Outstanding | $ 11,019 | ||||
Fair Value | $ 13,950 | ||||
March 2023 Senior Convertible Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Contractual Maturity Date | Mar. 21, 2025 | Mar. 21, 2025 | |||
Stated Interest Rate | 7.875% | 7.875% | |||
Conversion Price | $ 5 | $ 5 | |||
Face Value Principal Outstanding | $ 11,111 | $ 11,019 | $ 11,100 | ||
Fair Value | $ 11,900 | $ 13,950 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Fair Value at December 31, 2023 | $ 13,950 | |
Other Income (Expense) - Change in fair value | 2,980 | |
Other Operating Income (Expense) [Member] | ||
Short-Term Debt [Line Items] | ||
Fair Value - December 31, 2022 | ||
Face value principal – issue date | ||
Fair value adjustment – issue date | (789) | |
Installment repayments – common stock | ||
Non-installment payments – common stock | ||
Change in fair value | (2,191) | |
Fair Value at December 31, 2023 | ||
Other Income (Expense) - Change in fair value | (2,980) | |
March 2023 Senior Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Fair Value - December 31, 2022 | ||
Face value principal – issue date | 11,111 | |
Fair value adjustment – issue date | 789 | |
Installment repayments – common stock | (92) | |
Non-installment payments – common stock | (49) | |
Change in fair value | 2,191 | |
Fair Value at December 31, 2023 | $ 13,950 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 21, 2024 | Sep. 21, 2023 | Mar. 21, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 13, 2023 | |
Short-Term Debt [Line Items] | |||||||
Face value principal payable | $ 11,019 | ||||||
Conversion price | $ 0.30 | ||||||
Proceeds from convertible debt | 10,000 | ||||||
Contractual conversion price | 82.50% | ||||||
Debt extinguishment loss | 26 | ||||||
March 2023 Senior Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face value principal payable | $ 11,111 | $ 11,019 | $ 11,100 | ||||
Stated interest rate | 7.875% | 7.875% | |||||
Conversion price | $ 5 | $ 5 | |||||
Proceeds from convertible debt | $ 9,925 | ||||||
Debt fees amount | $ 1,186 | ||||||
Interest expense | $ 391 | ||||||
Debt instrument maturity date | Mar. 21, 2025 | Mar. 21, 2025 | |||||
Principal repayment | $ 292 | ||||||
Covenant description | (i) a minimum of $5.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, as of the last day of any fiscal quarter commencing with September 30, 2023, to not exceed 30%; and (iii) the Company’s market capitalization to at no time be less than $30 million. | ||||||
Debt principal repayments | $ 92 | ||||||
Interest paid | $ 48 | ||||||
Debt conversion, shares issued | 115,388 | ||||||
Debt conversion, fair value of shares issued | $ 166 | ||||||
Debt extinguishment loss | $ 26 | ||||||
March 2023 Senior Convertible Note [Member] | Subsequent Event [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Interest paid | $ 260 | ||||||
Debt conversion, shares issued | 242,390 | ||||||
Debt conversion, fair value of shares issued | $ 359 |
Schedule of Stock Options Issue
Schedule of Stock Options Issued and Outstanding Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Share-Based Payment Arrangement [Abstract] | ||||||
Number of Stock Options Outstanding, Beginning | 2,565,377 | [1] | 1,419,242 | |||
Weighted Average Exercise Price, Ending | $ 3.14 | [1] | $ 0.73 | |||
Remaining Contractual Term (Years) | 8 years 6 months | [1] | 8 years 3 months 18 days | [1] | 7 years | |
Number of Stock Options, Granted | [2] | 3,618,000 | 2,365,000 | |||
Weighted Average Exercise Price, Granted | [2] | $ 1.32 | $ 3.68 | |||
Number of Stock Options, Exercised | (965,342) | |||||
Weighted Average Exercise Price, Exercised | $ 0.72 | |||||
Number of Stock Options, Forfeited | (678,994) | (253,523) | ||||
Weighted Average Exercise Price, Forfeited | $ 2.75 | $ 3.83 | ||||
Intrinsic Value, Beginning | [3] | $ 428 | ||||
Number of Stock Options Outstanding, Ending | 5,504,383 | [1] | 2,565,377 | [1] | 1,419,242 | |
Weighted Average Exercise Price, Ending | $ 2 | [1] | $ 3.14 | [1] | $ 0.73 | |
Intrinsic Value, Ending | [3] | $ 765 | [1] | $ 428 | ||
Number of Stock Options, Vested and exercisable | 2,339,527 | |||||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 2.30 | |||||
Remaining Contractual Term (Years), Vested and Exercisable | 7 years 9 months 18 days | |||||
Intrinsic Value, Vested and exercisable | [3] | $ 529 | ||||
[1]The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Stock Options Iss_2
Schedule of Stock Options Issued and Outstanding Activities (Details) (Paranthetical) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option grants | [1] | 3,618,000 | 2,365,000 |
Outside of 2018 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option grants | 423,300 | 423,300 | |
[1]Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Restricted Stock Awards, Outstanding Ending | 2,091,420 | 1,940,740 | [1] |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ 11.44 | $ 12.76 | [1] |
Number of Restricted Stock Awards, Granted | 550,000 | 320,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 1.29 | $ 4.53 | |
Number of Restricted Stock Awards, Vested | (303,980) | (169,320) | |
Weighted Average Grant Date Fair Value, Vested | $ 11.95 | $ 13.48 | |
Number of Restricted Stock Awards, Forfeited | |||
Weighted Average Grant Date Fair Value, Forfeited | |||
Number of Restricted Stock Awards, Outstanding Ending | 2,337,440 | 2,091,420 | |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ 8.99 | $ 11.44 | |
[1]The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Award Activity (Details) (Paranthetical) - Restricted Stock [Member] - shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted stock awards, unvested | 2,337,440 | 2,091,420 | 1,940,740 | |
Number of restricted stock awards, vested | 303,980 | 169,320 | ||
Outside of 2018 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of restricted stock awards, unvested | 50,000 | |||
Number of restricted stock awards, vested | 50,000 | |||
[1]The unvested restricted stock awards presented in the table above, are inclusive of 50,000 50,000 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 6,822 | $ 14,991 |
2018 Equity Plan [Member] | Cost Of Revenue [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 63 | 13 |
2018 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 948 | 968 |
2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 4,455 | 12,691 |
2018 Equity Plan [Member] | Research and Development Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 296 | 187 |
PAVmed Inc 2014 Equity Plan [Member] | Cost Of Revenue [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 37 | 3 |
PAVmed Inc 2014 Equity Plan [Member] | Selling and Marketing Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 463 | 654 |
PAVmed Inc 2014 Equity Plan [Member] | General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 173 | 262 |
PAVmed Inc 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 387 | $ 213 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense and Weighted Average Remaining Service Period (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-Based Payment Arrangement, Option [Member] | 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 3,566 |
Weighted Average Remaining Service Period (Years) | 2 years |
Share-Based Payment Arrangement, Option [Member] | PAVmed Inc 2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 432 |
Weighted Average Remaining Service Period (Years) | 2 years 1 month 6 days |
Restricted Stock [Member] | 2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 1,167 |
Weighted Average Remaining Service Period (Years) | 2 years 2 months 12 days |
Schedule of Stock-based Compe_2
Schedule of Stock-based Compensation Valuation Assumptions (Details) - 2018 Equity Plan [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 7 months 6 days | 5 years 7 months 6 days |
Expected stock price volatility | 74% | 71% |
Risk free interest rate | 3.90% | 2.10% |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 22, 2024 | Jan. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock option grants | [1] | 3,618,000 | 2,365,000 | |||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 551 | $ 109 | ||||||
Subsequent Event [Member] | Employees [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock options granted | 2,895,000 | |||||||
Weighted average exercise price | $ 1.25 | |||||||
Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Restricted stock awards granted | 550,000 | 320,000 | ||||||
2018 Equity Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares reserved for issuance | 11,644,000 | |||||||
Number of shares available for grant | 2,832,133 | |||||||
2018 Equity Plan [Member] | Subsequent Event [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 2,680,038 | |||||||
2018 Equity Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Weighted average estimated fair value | $ 0.88 | $ 2.30 | ||||||
Outside of 2018 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock option grants | 423,300 | 423,300 | ||||||
Outside of 2018 Plan [Member] | Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Restricted stock awards granted | 50,000 | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares reserved for issuance | 1,000,000 | |||||||
Number of shares available for grant | 407,770 | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 231,987 | 276,213 | 84,030 | |||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 276 | $ 275 | $ 109 | |||||
Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Other Share Increase (Decrease) | 500,000 | |||||||
[1]Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant. |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Mar. 13, 2024 | Jan. 26, 2024 | Oct. 17, 2023 | Mar. 07, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 15, 2024 | Nov. 30, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, per share | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, stated value | $ 18,625,000 | ||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Increase in common stock authorized | 100,000,000 | ||||||||||
Common stock, shares issued | 42,329,864 | 40,518,792 | |||||||||
Common stock, shares outstanding | 42,329,864 | 40,518,792 | |||||||||
Proceeds from issuance of common stock | $ 1,807,000 | ||||||||||
Commited Equity Facility [Member] | Cantor Fitzgerald [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common stock | 680,263 | ||||||||||
Common stock authorized for sale | $ 50,000,000 | ||||||||||
Proceeds from issuance of common stock | $ 1,800,000 | ||||||||||
Percentage of discount on sale of stock | 4% | ||||||||||
Controlled Equity Offering Agreement [Member] | Cantor Fitzgerald [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized for sale | $ 6,500,000 | ||||||||||
Number of shares issued in ATM offering | 230,068 | ||||||||||
Proceeds from issuance of shares in ATM offering | $ 300,000 | ||||||||||
Percentage of commission paid to broker | 3% | ||||||||||
Pavmed Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Majority-interest equity ownership shares | 31,302,420 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Majority-interest equity ownership shares | 42,329,864 | 40,518,792 | 34,917,907 | ||||||||
Number of shares issued in ATM offering | 230,068 | ||||||||||
Subsequent Event [Member] | Pavmed Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of common stock | 3,331,771 | ||||||||||
Subsequent Event [Member] | Management Services Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Monthly payment owed for MSA fees | $ 4,675,000 | ||||||||||
Subsequent Event [Member] | Pavmed Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Majority-interest equity ownership shares | 31,302,444 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Average price per share | $ 8 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 13,625 | ||||||||||
Preferred stock, per share | $ 0.001 | ||||||||||
Average price per share | $ 1,000 | ||||||||||
Proceeds from sale of shares | $ 13,625,000 | ||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||
Preferred stock, conversion price per share | $ 1.394 | ||||||||||
Preferred stock dividend payment terms | The holders of Series A Preferred Stock will be entitled to dividends payable as follows: (i) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2024, and (ii) a number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such Holder on March 7, 2025. A holder that converts its Series A Preferred Stock prior to March 7, 2024 or March 7, 2025, as the case may be, will not receive the dividend that accrues on such date with respect to such converted Series A Preferred Stock. The holders of the Series A Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. | ||||||||||
Conversion of stock, description | The Company will not effect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends or convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the receipt of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding common stock (or, upon election of the holder, 9.99% of the Company’s outstanding common stock). | ||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||
Series A-1 Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 5,000 | 18,625 | 0 | ||||||||
Proceeds from sale of shares | $ 5,000,000 | ||||||||||
Preferred stock, conversion price per share | $ 1.2592 | ||||||||||
Preferred stock, shares outstanding | 18,625 | 0 | |||||||||
Series A-1 Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 5,670 | ||||||||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares issued | 44,285 | ||||||||||
Proceeds from sale of shares | $ 18,100,000 | ||||||||||
Preferred stock, conversion price per share | $ 1.2444 |
Schedule of Income Tax (Benefit
Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal, State and Local | ||
Deferred | ||
Federal | (9,281) | (12,703) |
State and Local | (6,897) | 1,209 |
Current and Deferred tax (benefit) expense | (16,178) | (11,494) |
Less: Valuation allowance reserve | 16,178 | 11,494 |
Income tax (benefit) expense |
Schedule of Reconciliation of F
Schedule of Reconciliation of Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
U.S. state and local income taxes, net of federal benefit | 6.40% | 7.20% |
Permanent differences | (1.30%) | 0.60% |
Tax credits | 1.50% | 0.50% |
Revaluation of state deferred taxes | (8.80%) | |
Federal deferred true-up | (0.70%) | |
State deferred true-up | 3.80% | |
Valuation allowance | (30.70%) | (20.50%) |
Effective tax rate |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets | ||
Net operating loss | $ 29,059 | $ 16,015 |
Debt issue costs | 55 | |
Stock-based compensation expense | 7,984 | 6,920 |
Accrued expenses | 111 | 80 |
Depreciation & amortization | 790 | 240 |
Research and development expenditures | 3,109 | 2,442 |
Research and development tax credit carryforwards | 1,062 | 295 |
Deferred tax assets | 42,170 | 25,992 |
Deferred Tax Liabilities | ||
Depreciation | ||
Deferred Tax Liabilities | ||
Deferred tax assets, net of deferred tax liabilities | 42,170 | 25,992 |
Less: valuation allowance | (42,170) | (25,992) |
Deferred tax assets, net after valuation allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets operating loss carryforwards domestic | $ 103.5 | $ 65.1 | |
Deferred tax assets operating loss carryforwards state and local | $ 103.5 | $ 65.1 | |
Operating loss carryforwards expiration, description | expiration dates commencing in 2037 | ||
Effective income tax rate, description | the U.S. Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives. The adoption of a corporate minimum tax of 15% is not expected to impact Lucid’s effective tax rate. The excise tax of 1% on corporate share buybacks will not have an impact on the Company’s effective tax rate. |
Schedule of Net Loss Per Share
Schedule of Net Loss Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Earnings Per Share [Abstract] | |||
Net loss | $ (52,666) | $ (56,171) | |
Weighted average common shares outstanding, basic | 41,756,129 | 36,172,421 | |
Weighted average common shares outstanding, diluted | 41,756,129 | 36,172,421 | |
Net loss per share - basic | [1] | $ (1.26) | $ (1.55) |
Net loss per common share - diluted | [1] | $ (1.26) | $ (1.55) |
[1]- Convertible Preferred Stock would potentially be considered a participating security under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. |
Schedule of Common Stock Equiva
Schedule of Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 21,586,635 | 4,656,797 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,504,383 | 2,565,377 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,337,440 | 2,091,420 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13,744,812 |