UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 18, 2025

LUCID DIAGNOSTICS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-40901

82-5488042

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

360 Madison Avenue, 25^th Floor, New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 813-1828

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share		LUCD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Lucid Diagnostics Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). Stockholders representing approximately 70.9% of the shares outstanding and entitled to vote (including shares of the Company’s Series B and B-1 preferred stock, on an “as converted” to common stock basis subject to the limitations set forth in the applicable certificate of designations) were present in person or by proxy. At the Annual Meeting, the stockholders elected each of management’s nominees for director and approved each of the other matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are set forth below.

1. The election of two members of the Company’s board of directors as Class A directors, to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three classes, Class A, Class B and Class C. As of the Annual Meeting, there were two directors in Class A, Stanley N. Lapidus and Jacque J. Sokolov, M.D., whose terms expired at the Annual Meeting, two directors in Class B, Ronald M. Sparks and James L. Cox, M.D., whose terms expire at the 2026 annual meeting of stockholders, and three directors in Class C, Lishan Aklog, M.D., Dennis A. Matheis and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders. The board nominated Mr. Lapidus and Dr. Sokolov for re-election as Class A directors. Each of the board’s nominees for director was elected, as follows:

Name	For	Authority Withheld	Broker Non-Votes
Stanley N. Lapidus	63,782,013	6,735,939	19,908,305
Jacque J. Sokolov, M.D.	63,786,239	6,731,713	19,908,305

2. A proposal to approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC, the issuance of shares of the Company’s common stock under the Senior Secured Convertible Notes (the “2024 Convertible Notes”) sold by the Company in a private offering in November 2024. The issuance was approved, as follows:

For		Against		Abstain		Broker Non-Votes
69,594,336		620,749		302,867		19,908,305

A fuller description of the 2024 Convertible Notes and the related offering and the proposal is set forth under “The Stock Issuance Proposal” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the 2024 Convertible Notes and the related offering from the Definitive Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the related agreements, which are included as exhibits to the Current Report on Form 8-K filed by the Company on November 29, 2024 and are incorporated herein by reference.

3. A proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered certified public accounting firm for the year ending December 31, 2025. The ratification of the appointment of CBIZ CPAs P.C. was approved, as follows:

For		Against		Abstain		Broker Non-Votes
90,003,483		200,504		222,270		—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 18, 2025	LUCID DIAGNOSTICS INC.

	By:	/s/ Dennis McGrath
		Dennis McGrath
		Chief Financial Officer

Lucid Diagnostics Inc. 8-K