Lucid Diagnostics raises $15 million in Series C preferred stock sale

Lucid Diagnostics Inc. reported in an 8-K that on October 21, 2026, it entered into subscription agreements with certain accredited investors for the sale of 15,000 shares of newly designated Series C Convertible Preferred Stock at a purchase price of $1,000 per share.¹ The transaction closed the same day, generating aggregate gross proceeds of approximately $15.0 million.¹

The preferred shares carry a conversion price of $0.3519 per share, equal to the Minimum Price as defined under Nasdaq Listing Rule 5635(d), subject to adjustment for stock splits and similar events.¹ Holders are entitled to dividends at a rate of 20% per annum, paid quarterly in common stock from December 31, 2026 through March 31, 2030.¹

On liquidation, Series C holders would be paid before common stockholders an amount equal to the greater of 300% of the stated value plus accrued dividends, or the as-converted value of their shares.¹ The stock also carries board representation rights: as long as 25% of the original Series C Preferred remains outstanding, holders of a majority-in-interest may collectively designate one director to the company's board.¹

The filing noted an effect on existing debt. Because the Series C Preferred Stock carries a conversion price below that of the company's 12.0% senior secured convertible notes due 2029, the conversion price on those existing notes was reduced to $0.3519 to match.¹ Separately, investors who also hold the existing notes acknowledged that concerns related to a specific section of those notes had been resolved following the company's receipt of payment on Medicare claims submitted through Novitas Solutions, the Medicare Administrative Contractor overseeing the jurisdiction that includes the company's Irving, Texas laboratory.¹

The company also agreed to file a registration statement covering resale of the common stock issuable under the Series C Preferred Stock.¹ The offering was made under an exemption from registration requirements as a private placement to accredited investors.