Lucid Diagnostics Inc 美股招股说明书（2025年6月3日版）

36,975,000 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time of up to 36,975,000 shares of our common stock, par value$0.001 per share, by the selling stockholders identified in “Selling Stockholders” below. In November 2024, we closed on the sale of $21.975 million in principal amount of Senior Secured Convertible Notes (the “2024Convertible Notes”), in a private placement, to certain accredited investors, for aggregate gross proceeds to us of $21.975 million. The36,975,000 shares of common stock offered by this prospectus represent a reasonable estimate of the maximum number of shares We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our commonstock by the selling stockholders. The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of the shares of our common stockoffered by this prospectus. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at pricesand under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The timing andamount of any sales are within the sole discretion of the selling stockholders. We will bear all costs, expenses and fees in connection Our common stock is listed on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LUCD.” On May29, 2025, the last reported sale price of our common stock was $1.52 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected tocomply with certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 in this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 30, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3that we filed with the Securities and Exchange Commission (the “SEC”). Under this prospectus, the selling stockholders may, fromtime to time, sell the securities offered by them as described in this prospectus. This prospectus incorporates by reference important information about us that is not included in or delivered with this document, asdescribed in “Where You Can Find More Information” on page 14 of this prospectus and “Information Incorporated by Reference” onpage 14 of this prospectus. We also may add information to, or update or change information contained in, this prospectus through aprospectus supplement or a post-effective amendment to the registration statement of which this prospectus forms a part. It is Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that provided orincorporated by reference in this prospectus or any prospectus supplement. Neither we nor the selling stockholders can provide any You should not assume that the information in this prospectus, any prospectus supplement or any documents incorporated by referencein this prospectus or any prospectus supplement is accurate as of any date other than the date of the applicable document. Since therespective dates of this prospectus, any prospectus supplement or any document incorporated by reference in this prospectus or any Neither we nor the selling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted. MARKET AND INDUSTRY DATA We obtained the market, industry and competitive position data used throughout this prospectus and the documents incorporated byreference in this prospectus from our own internal estimates and research, as well as from independent market research, industry andgeneral publications and surveys, governmental agencies and publicly available information, in addition to research, surveys andstudies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts andthird-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such dataand our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to thesources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, youshould assume that other data of this type appearing in the same paragraph is derived from the same sources