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Lucid Diagnostics Inc 美股招股说明书(2026年3月26日版)

2026-03-26 美股招股说明书 小酒窝大门牙
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Lucid Diagnostics Inc. Up to $25,000,000 Common Stock We have entered into a Sales Agreement, or the “sales agreement,” with Maxim Group LLC, or “Maxim,” relating to shares of ourcommon stock, $0.001 par value per share, offered by this prospectus supplement and the accompanying base prospectus. Inaccordance with the terms of the sales agreement, from time to time we may offer and sell shares of our common stock having an Our common stock is listed for trading on the Capital Market of The Nasdaq Stock Market LLC, or “Nasdaq,” under the symbol“LUCD.” On March 25, 2026, the last reported sales price of our common stock was $1.19 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the “Securities Act.” Subject to terms of thesales agreement, Maxim is not required to sell any specific number or dollar amounts of securities but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Maxim and Maxim will be entitled to compensation under the terms of the sales agreement at a fixed commission rate of 3.0% of the gross salesprice per share sold. For more information about Maxim’s compensation, see “Plan of Distribution” beginning on page S-14 of thisprospectus supplement. In connection with the sale of our common stock on our behalf, Maxim will be deemed to be an “underwriter” Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-7 of thisprospectus supplement and in the accompanying base prospectus and in the documents incorporated by reference herein and 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 supplement. Any representation to the contrary is a Maxim Group LLC The date of this prospectus supplement is March 26, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement under the Securities Act onForm S-3 that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under thisshelf process, we may, from time to time, sell or issue any of the combination of securities described in the accompanying base The base prospectus provides you with a general description of the securities we may offer under the registration statement. Thisprospectus supplement provides specific details regarding this offering of $25,000,000 shares of our common stock. This prospectussupplement contains specific information about the terms of this offering. This prospectus supplement may also add, update or changeinformation contained in the accompanying base prospectus. If there is any inconsistency between the information in this prospectussupplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. You should read You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanyingbase prospectus and in any issuer free writing prospectus relating to this offering. We have not authorized anyone to provide you withdifferent information and, if provided, such information or representations must not be relied upon as having been authorized by us.Neither this prospectus supplement nor the accompanying base prospectus nor any issuer free writing prospectus shall constitute an You should not assume that the information appearing in this prospectus supplement or the information appearing in the accompanyingbase prospectus is accurate as of any date other than the date on the front cover of this prospectus supplement or the accompanyingbase prospectus, respectively. You should not assume that the information contained in the documents incorporated by reference in thisprospectus supplement or the accompanying base prospectus, or in any issuer free writing prospectus, is accurate as of any date other Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus supplement to “Lucid MARKET AND INDUSTRY DATA We obtained the market, industry and competitive position data used throughout this prospectus supplement and the documentsincorporated by reference in this prospectus supplement from our own internal estimates and research, as well as from independentmarket research, industry and general publications and surveys, governmental agencies and publicly available information in additionto research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information releasedby industry analysts and third-party