Lucid Diagnostics Raises $15 Million in Series C Preferred Stock Offering
Lucid Diagnostics Inc. completed a Series C offering of convertible preferred stock on October 21, 2026, generating approximately $15.0 million in gross proceeds. The company sold 15,000 shares of newly designated Series C Convertible Preferred Stock to accredited investors at a purchase price of $1,000 per share. The transactions closed on the same day the subscription agreements were executed.
Lucid Diagnostics Inc. completed a Series C offering of convertible preferred stock on October 21, 2026, generating approximately $15.0 million in gross proceeds. The company sold 15,000 shares of newly designated Series C Convertible Preferred Stock to accredited investors at a purchase price of $1,000 per share. The transactions closed on the same day the subscription agreements were executed.
The securities were issued in an unregistered sale disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission. Lucid Diagnostics, incorporated in Delaware and headquartered at 360 Madison Avenue in New York, reported the event under Item 3.02 of the form. The company’s common stock trades on The Nasdaq Stock Market LLC under the symbol LUCD.
On the closing date, the company filed a Certificate of Designations of Preferences, Rights and Limitations with the Secretary of State of Delaware. This document establishes the terms for the 15,000 shares of Series C Preferred Stock, which carry a par value of $0.001 per share. The stock is senior to common stock and any other class not explicitly ranked higher or equal to it.
Each share of Series C Preferred Stock is convertible at the holder’s option into common stock. The conversion calculation multiplies the number of preferred shares by the stated value of $1,000 and divides that total by the conversion price in effect at the time. The initial conversion price is set at $0.3519, which aligns with the Minimum Price defined in Nasdaq Listing Rule 5635(d). This price is subject to adjustment for stock splits, stock dividends, and similar corporate actions.
The company may also force conversion upon written notice under specific conditions. This includes the consummation of certain fundamental transactions or, after the 24-month anniversary of issuance, if the volume-weighted average price (VWAP) of the common stock reaches at least $5.00 per share on 20 out of 30 consecutive trading days. Additionally, after March 31, 2030, forced conversion is permitted if the VWAP exceeds the then-current conversion price.
Holders are entitled to dividends at an annual rate of 20%, payable in equal quarterly installments from December 31, 2026, through March 31, 2030. Dividends are paid in shares of common stock valued at the initial conversion price. For each quarterly payment, the number of shares is fixed at 5% of the shares issuable upon conversion of the original stated value at that original price.
If the market value of these dividend shares falls below their value at the initial conversion price based on a five-day average VWAP preceding the payment date, the shortfall is added to the stated value of the preferred stock. Alternatively, if permitted by senior indebtedness terms, the company may pay this shortfall in cash at its election. Holders who convert their shares before a dividend payment date forfeit any dividends that would have accrued after that date.
In a liquidation event, Series C holders are paid before common stockholders. They receive an amount per share equal to the greater of 300% of the stated value plus accrued unpaid dividends, or the amount payable had all preferred shares been converted to common stock immediately prior to the event. Voting rights are exercised on an as-converted basis alongside common stockholders, subject to beneficial ownership and primary market limitations.