Lucid Diagnostics Inc. Debt Disclosure
Note 13 — Debt
The fair value and face value principal outstanding of the 2024 Convertible Notes as of the dates indicated are as follows:
| | | | | | | | | | | Face Value | | | | | | |
| Contractual | | Stated | | | Conversion | | | Principal | | | | | | |||
| Maturity Date | | Interest Rate | | | Price per Share | | | Outstanding | | | Fair Value | | ||||
2024 Convertible Notes | November 22, 2029 | | | 12.000 | % | | $ | 1.00 | | | $ | 21,975 | | | $ | 24,000 | |
Balance as of December 31, 2025 | | | | | | | | | | $ | 21,975 | | | $ | 24,000 | | |
| | | | | | | | | | | Face Value | | | | | | |
| Contractual | | Stated | | | Conversion | | | Principal | | | | | | |||
| Maturity Date | | Interest Rate | | | Price per Share | | | Outstanding | | | Fair Value | | ||||
2024 Convertible Notes | November 22, 2029 | | | 12.000 | % | | $ | 1.00 | | | $ | 21,975 | | | $ | 18,600 | |
Balance as of December 31, 2024 | | | | | | | | | | $ | 21,975 | | | $ | 18,600 | | |
The changes in the fair value of debt during the year ended December 31, 2025 is as follows:
| | 2024 | | | Other Income | | ||
| | Convertible Notes | | | (expense) | | ||
Fair Value - December 31, 2024 | | $ | 18,600 | | | $ | — | |
Non-installment payments – cash interest paid | | | (1,999 | ) | | | — | |
Non-installment payments – common stock | | | (257 | ) | | | — | |
Change in fair value | | | 7,656 | | | | (7,656 | ) |
Fair Value at December 31, 2025 | | $ | 24,000 | | | | | |
Other Income (Expense) - Change in fair value – year ended December 31, 2025 | | | | | | $ | (7,656 | ) |
The changes in the fair value of debt during the year ended December 31, 2024 is as follows:
| | March 2023 Senior | | | 2024 | | | Sum of Balance Sheet Fair Value | | | Other Income | | ||||
| | Convertible Note | | | Convertible Notes | | | Components | | | (expense) | | ||||
Fair Value - December 31, 2023 | | $ | 13,950 | | | $ | — | | | $ | 13,950 | | | $ | — | |
Face value principal – issue date | | | — | | | | 21,975 | | | | 21,975 | | | | — | |
Installment repayments – common stock | | | (8,365 | ) | | | — | | | | (8,365 | ) | | | — | |
Non-installment payments – common stock | | | (912 | ) | | | — | | | | (912 | ) | | | — | |
Change in fair value | | | (2,019 | ) | | | (3,375 | ) | | | (5,394 | ) | | | 5,394 | |
Principal repayments - cash | | | (2,654 | ) | | | — | | | | (2,654 | ) | | | — | |
Fair Value at December 31, 2024 | | $ | — | | | $ | 18,600 | | | $ | 18,600 | | | | | |
Other Income (Expense) - Change in fair value – year ended December 31, 2024 | | | | | | | | | | | | | | $ | 5,394 | |
March 2023 Senior Secured Convertible Note
Lucid Diagnostics entered into a Securities Purchase Agreement (“SPA”) dated March 13, 2023, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein Lucid agreed to sell, and the Investor agreed to purchase, an aggregate of $11.1 million face value principal of debt.
In the year ended December 31, 2024, approximately $8,365 of principal repayments along with approximately $912 of interest expense thereon, were settled through the issuance of 13,866,867 shares of common stock of the Company, with such shares having a fair value of approximately $13,482 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). The conversions resulted in debt extinguishment losses of $4,205 in the year ended December 31, 2024. In addition to principal payments through conversions, in November 2024, the Company redeemed the March 2023 Senior Convertible Note for $3,616, which included an additional $962 of debt extinguishment loss in the year ended December 31, 2024.
November 2024 Senior Convertible Note
On November 22, 2024, the Company closed on the sale of $21.975 million in principal amount of Senior Secured Convertible Notes (collectively, the “2024 Convertible Notes”), in a private placement, to certain accredited investors (the “2024 Note Investors”). The sale of the 2024 Convertible Notes was completed pursuant to the terms of that certain Securities Purchase Agreement, dated as of November 12, 2024 (the “2024 SPA”), between the Company and the 2024 Note Investors. The Company realized gross proceeds of $21.975 million and, after giving effect to the repayment in full of the March 2023 Senior Convertible Note, net proceeds of $18.3 million from the sale of the 2024 Convertible Notes.
The material terms of the 2024 Convertible Notes, upon issuance, are as follows:
Each 2024 Convertible Note has a 12.0% annual stated interest rate, a contractual maturity date of five years from the date of issuance, and a contractual conversion price of $1.00 per share of the Company’s common stock (subject to (i) in the event of certain issuances of additional securities by the Company at a price per share less than the then applicable conversion price, adjustment to such lower price per share, and (ii) customary proportionate adjustment upon any stock split, stock dividend, stock combination, recapitalization or other similar transaction). The Company held a stockholder meeting on June 18, 2025 at which the stockholders approved the issuance of the shares issuable upon conversion of the Notes in excess of any primary market limitations.
The principal of the 2024 Convertible Notes does not amortize in installments over the term of the notes. The entire principal amount of the notes is due on the maturity date. The accrued interest on the 2024 Convertible Notes is paid quarterly in cash or, at the election of the holder, shares of the Company’s common stock, at a price based on the then current market price.
Each 2024 Convertible Note is convertible into shares of the Company’s common stock at the holder’s election at any time and from time to time after the 6-month anniversary of issuance. In addition, each 2024 Convertible Note converts into shares of the Company’s common stock, subject to customary beneficial ownership and primary market limitations, (i) at the election of the holder upon the consummation by the Company of certain fundamental transactions (in which case all interest that would have accrued through maturity would also convert into shares of the Company’s common stock), or (ii) at the Company’s election at any time after the six-month anniversary of the issuance of such note, upon written notice given to the holder thereof, if the VWAP of the Company’s common stock has been at least $10.00 per share (subject to adjustment in the event of stock splits, stock dividends, and similar transactions) on 20 out of any 30 consecutive trading days. The Company is not permitted to voluntarily repurchase, redeem or prepay any 2024 Convertible Note, other than during the last 6 months prior to maturity thereof.
The 2024 Convertible Notes are secured by a lien on all the Company’s present and future tangible and intangible property and assets.
The 2024 Convertible Notes are subject to acceleration upon consummation of a fundamental transaction, upon default of the Case Western Reserve University Amended and Restated License Agreement, upon failure to obtain a positive Medicare coverage decision with respect to its EsoGuard product by the 18-month anniversary of issuance, and upon certain other customary events of default. Upon default the interest rate would increase to 18%.
Under the 2024 Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, transactions with affiliates, and the consummation of fundamental transactions where the aggregate consideration payable in respect thereof, as determined on a per share of the Company’s common stock basis, has a fair market value that is less than $1.50, among other customary matters. Under the 2024 Convertible Notes, the Company is subject to a financial covenant requiring that the amount of its available cash equal or exceed $5.0 million at all times that at least 25% of the principal amount of 2024 Convertible Notes issued are outstanding. The Company was in compliance with all covenants as of December 31, 2025.
Certain of the investors in the purchase and sale of the 2024 Convertible Notes have the collective right to designate one individual to be appointed to the Company’s board of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate governance committee.
The Company filed a resale registration statement on Form S-3 Registration No. 333-287496 effective May 30, 2025 covering the resale of all shares of the Company’s common stock issuable upon conversion of the 2024 Convertible Notes.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 24, 2025 | |
| 2023 | Mar 25, 2024 | |
| 2022 | Mar 14, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.