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 24, 2026
| 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, 25th 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed under Item 5.07 is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 24, 2026, Lucid Diagnostics Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). Stockholders representing approximately 84.7% of the shares outstanding and entitled to vote 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 three members of the Company’s board of directors as Class B 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 expire at the 2028 annual meeting of stockholders, three directors in Class B, James L. Cox, M.D., John R. Palumbo and Ronald M. Sparks, whose terms expired at the Annual Meeting, 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 Dr. Cox, Mr. Palumbo and Mr. Sparks for re-election as Class B directors. Each of the board’s nominees for director was elected, as follows:
| Name | For | Authority Withheld | Broker Non-Votes | |||
| James L. Cox, M.D. | 97,413,460 | 21,957,997 | 46,065,680 | |||
| John R. Palumbo | 99,146,219 | 20,225,238 | 46,065,680 | |||
| Ronald M. Sparks | 97,277,136 | 22,094,321 | 46,065,680 |
2. A proposal to approve an amendment (the “Amendment”) to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000 shares, from 300,000,000 shares to 400,000,000 shares. The amendment was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 152,941,468 | 12,113,250 | 382,419 | — |
A fuller description of the Amendment is set forth beginning on page 7 of the Definitive Proxy Statement on Schedule 14A, filed by the Company on April 30, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the amendment 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 amendment, which is included as Annex A to the Definitive Proxy Statement and is incorporated herein by reference.
A certificate of amendment reflecting the Amendment was filed with the Delaware Secretary of State on June 24, 2026 and became effective on such date.
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 | |||
| 161,813,118 | 2,425,251 | 1,198,768 | — |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, dated June 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 24, 2026 | LUCID DIAGNOSTICS INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| Chief Financial Officer | ||
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