Lucid Diagnostics Inc. Stock Compensation Disclosure

Note 14 — Stock-Based Compensation

 

Lucid Diagnostics 2018 Long-Term Incentive Equity Plan

 

The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee.

 

A total of 18,342,201 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan, with 557,412 shares available for grant as of  December 31, 2025. The share reservation is not diminished by a total of 523,300 stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of  December 31, 2025. In January 2026, the number of shares available for grant was increased by 8,260,980 in accordance with the evergreen provisions of the plan.

 

 

Lucid Diagnostics Stock Options

 

Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

 

​

​

​

​

​

​

Weighted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average

​

​

Remaining

​

​

​

​

​

​

​

Number of

​

​

Exercise

​

​

Contractual

​

​

Intrinsic

​

​

​

Stock Options

​

​

Price

​

​

Term (Years)

​

​

Value(2)

​

Outstanding stock options at December 31, 2023

​

​

5,504,383

​

​

$

2.00

​

​

​

8.5

​

​

​

​

Granted(1)

​

​

3,733,000

​

​

$

1.21

​

​

​

​

​

​

​

​

​

Exercised

​

​

(3,333

)

​

$

1.31

​

​

​

​

​

​

​

​

​

Forfeited

​

​

(587,292

)

​

$

1.59

​

​

​

​

​

​

​

​

​

Outstanding stock options at December 31, 2024

​

​

8,646,758

​

​

$

1.68

​

​

​

8.1

​

​

$

199

​

Granted(1)

​

​

2,296,000

​

​

$

1.35

​

​

​

​

​

​

​

​

​

Exercised

​

​

(14,530

)

​

$

1.15

​

​

​

​

​

​

​

​

​

Forfeited

​

​

(655,586

)

​

$

1.55

​

​

​

​

​

​

​

​

​

Outstanding stock options at December 31, 2025(3)

​

​

10,272,642

​

​

$

1.62

​

​

​

7.5

​

​

$

396

​

Vested and exercisable stock options at December 31, 2025

​

​

7,272,610

​

​

$

1.76

​

​

​

6.9

​

​

$

349

​

 

(1)	Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant.
(2)	The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of  December 31, 2025 and  December 31, 2024 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price.
(3)	The outstanding stock options presented in the table above are inclusive of 523,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of  December 31, 2025 and 2024.

 

On February 20, 2025, the Company granted 1,321,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise price of $1.49. Each option will vest one-third after one year then ratably over the next eight quarters.

 

Subsequent to  December 31, 2025, on February 20, 2026, the Company granted 2,161,000 stock options to employees under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise price of $1.36. Each option will vest one-third on December 31, 2026 and then ratably over the next eight quarters.

 

 

 

Lucid Diagnostics Restricted Stock Awards

 

Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

 

​	​	​	​	​	​	Weighted		​
​	​	Number of		​	​	Average		​
​	​	Restricted		​	​	Grant Date		​
​	​	Stock Awards		​	​	Fair Value		​
Unvested restricted stock awards as of December 31, 2023	​	​	2,337,440	​	​	$	8.99	​
Granted	​	​	1,600,000	​	​	​	1.03	​
Vested	​	​	(26,912	)	​	​	4.56	​
Forfeited	​	​	(13,088	)	​	​	4.56	​
Unvested restricted stock awards as of December 31, 2024	​	​	3,897,440	​	​	$	5.77	​
Granted	​	​	2,686,800	​	​	​	1.49	​
Vested	​	​	—	​	​	​	—	​
Forfeited	​	​	—	​	​	​	—	​
Unvested restricted stock awards as of December 31, 2025	​	​	6,584,240	​	​	$	4.02	​

 

On February 20, 2025, a total of 2,686,000 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $4.0 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The vesting of the restricted stock awards vest on a single vest date of May 20, 2028. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.
 

Subsequent to  December 31, 2025, on February 20, 2026, a total of 5,746,000 restricted stock awards were granted to employees, management and directors under the Lucid Diagnostics 2018 Equity Plan, with such restricted stock awards having an aggregate fair value of approximately $7.8 million, which was measured using the grant date quoted closing price per share of Lucid Diagnostics common stock, with the fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The vesting of the restricted stock awards vest on a single vest date of May 20, 2029. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

 

PAVmed Inc. 2014 Equity Plan

 

The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above).

 

 

Stock-Based Compensation Expense

 

The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows:

 

​	​	Years Ended December 31,						​
​	​	2025		​	​	2024		​
Lucid Diagnostics 2018 Equity Plan – cost of revenue	​	$	147	​	​	$	120	​
Lucid Diagnostics 2018 Equity Plan – sales and marketing	​	​	994	​	​	​	1,221	​
Lucid Diagnostics 2018 Equity Plan - general and administrative	​	​	2,788	​	​	​	2,325	​
Lucid Diagnostics 2018 Equity Plan - research and development	​	​	458	​	​	​	517	​
PAVmed 2014 Equity Plan - cost of revenue	​	​	44	​	​	​	44	​
PAVmed 2014 Equity Plan - sales and marketing	​	​	27	​	​	​	144	​
PAVmed 2014 Equity Plan - general and administrative	​	​	7	​	​	​	5	​
PAVmed 2014 Equity Plan - research and development	​	​	26	​	​	​	158	​
Total stock-based compensation expense	​	$	4,491	​	​	$	4,534	​

 

The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician inventors.

 

As of  December 31, 2025, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows:

 

​	​	​	​	​	​	Weighted		​
​	​	​	​	​	​	Average		​
​	​	​	​	​	​	Remaining		​
​	​	Unrecognized		​	​	Service Period		​
​	​	Expense		​	​	(Years)		​
Lucid Diagnostics 2018 Equity Plan	​	​	​	​	​	​	​	​
Stock Options	​	$	2,384	​	​	​	1.7	​
Restricted Stock Awards	​	$	3,454	​	​	​	1.5	​
PAVmed 2014 Equity Plan	​	​	​	​	​	​	​	​
Stock Options	​	$	20	​	​	​	1.5	​
Restricted Stock Awards	​	$	18	​	​	​	2.4	​

 

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.86 per share and $0.79 per share during the years ended  December 31, 2025 and 2024, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

 

​	​	Year Ended December 31,						​
​	​	2025		​	​	2024		​
Expected term of stock options (in years)	​	​	5.8	​	​	​	5.7	​
Expected stock price volatility	​	​	68	%	​	​	73	%
Risk free interest rate	​	​	4.2	%	​	​	4.3	%
Expected dividend yield	​	​	—	%	​	​	—	%

 

 

 

Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”)

 

A total of 203,051 shares and 511,884 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $141 and $353 on March 31, 2025 and 2024, respectively, under the Lucid ESPP. A total of 152,408 and 136,056 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $131 and $94 on September 30, 2025 and 2024, respectively, under the Lucid ESPP. The Lucid ESPP has a total reservation of 2,500,000 shares of common stock of which 904,371 shares are available for issue as of  December 31, 2025. In January 2026, the number of shares available for issue was increased by 1,000,000 in accordance with the evergreen provisions of the plan.