UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers. |
Effective on August 1, 2022, the board of directors (the “Board”) of Lucid Diagnostics Inc. (the “Company”) appointed Debra J. White as a Class C director of the Company. Ms. White has been named to the nominating and corporate governance and audit committees of the Board. Ms. White replaces Aster Angagaw, who resigned as a director effective on July 30, 2022. Ms. Angagaw’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Ms. White’s appointment, the Company is entering into its standard form of indemnification agreement with her. In addition, Ms. White received a ten-year option to purchase 80,000 shares of the Company’s common stock under its 2018 Long-Term Incentive Equity Plan. The option has an exercise price of $2.95 per share and will vest in 12 equal quarterly installments commencing on September 30, 2022.
Ms. White also is a member of the board of directors of PAVmed Inc. (“PAVmed”), the Company’s parent. For biographical information about Ms. White, please refer to PAVmed’s definitive proxy statement on Schedule 14A filed on May 2, 2022 (the “PAVmed Proxy Statement”), which information is incorporated herein by reference.
Other than in connection with her service as a director of PAVmed, Ms. White has not engaged in any transactions with the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K. For more information about Ms. White’s and the Company’s relationship with PAVmed, please refer to the PAVmed Proxy Statement, the Company’s annual report on Form 10-K filed on April 6, 2022 and the Company’s definitive proxy statement on Schedule 14A filed on May 2, 2022, which information is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 2, 2022 | LUCID DIAGNOSTICS INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| Chief Financial Officer | ||