LUCD Lucid Diagnostics Inc. - 8-K

Item
1.01.

Entry
Into a Material Definitive Agreement.

On
April 23, 2026, Lucid Diagnostics Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting
Agreement ”) with Canaccord Genuity LLC and BTIG, LLC, as representatives (the “ Representatives ”) of the
underwriters named therein (the “ Underwriters ”), for an underwritten offering to the public of shares of the Company’s
common stock, par value $0.001 per share (the “ Common Stock ”), at a public offering price of $1.00 per share (the
“ Offering ”).

Pursuant
to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, 18,000,000 shares of Common Stock
(the “ Shares ”) at a price of $0.94 per share, representing an underwriting discount of $0.06 per share. The Company
also agreed to reimburse the Underwriters for certain expenses incurred in connection with the Offering, including their reasonable fees
and expenses of legal counsel, up to $75,000. The Underwriting Agreement is subject to customary closing conditions and contains customary
representations, warranties and covenants of the Company. In addition, the Company agreed to indemnify the Underwriters against certain
liabilities, including for certain liabilities under the Securities Act of 1933, as amended (the “ Securities Act ”).

Canaccord
Genuity LLC and BTIG, LLC are acting as joint bookrunners of the Offering.

The
gross proceeds of the Offering, before deducting the underwriting discount and the expenses of the Offering, will be $18,000,000. The
sale of the Shares is expected to close on or about April 24, 2026, subject to the customary closing conditions contained in the Underwriting
Agreement.

The
Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-291981), which
was filed with the Securities and Exchange Commission (“ SEC ”) on December 5, 2025 and declared effective by the SEC
on March 26, 2026, and a prospectus supplement thereto, which will be filed with the SEC in accordance with Rule 424 under the Securities
Act.

The
Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Graubard Miller
relating to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing
description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in
its entirety by reference to such exhibits, which are incorporated herein by reference.

The
Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. The agreement
is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in
the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations
agreed upon by the contracting parties.

Item
7.01.

Regulation
FD Disclosure.

On
April 23, 2026, the Company issued a press release announcing that it had priced the Offering. The press release is attached to this
Current Report as Exhibit 99.1 and is incorporated herein by reference.

The
information furnished under this Item 7.01, including the exhibits related thereto, shall not be deemed “filed” for purpose
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure
document of the Company, except as shall be expressly set forth by specific reference in such document.

Item
9.01.

Financial
Statements and Exhibits.

(d)
Exhibits:

Exhibit
No.

Description

1.1

Underwriting Agreement.

5.1

Opinion of Graubard Miller.

23.1

Consent of Graubard Miller (including as part of Exhibit 5.1).

99.1

Press release announcing the pricing of the Offering.

104

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