Lucid Diagnostics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2025, Lucid Diagnostics Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). Stockholders representing approximately 70.9% of the shares outstanding and entitled to vote (including shares of the Company’s Series B and B-1 preferred stock, on an “as converted” to common stock basis subject to the limitations set forth in the applicable certificate of designations) 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 two members of the Company’s board of directors as Class A 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 expired at the Annual Meeting, two directors in Class B, Ronald M. Sparks and James L. Cox, M.D., whose terms expire at the 2026 annual meeting of stockholders, 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 Mr. Lapidus and Dr. Sokolov for re-election as Class A directors. Each of the board’s nominees for director was elected, as follows:
| Name | For | Authority Withheld | Broker Non-Votes | |||
| Stanley N. Lapidus | 63,782,013 | 6,735,939 | 19,908,305 | |||
| Jacque J. Sokolov, M.D. | 63,786,239 | 6,731,713 | 19,908,305 |
2. A proposal to approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC, the issuance of shares of the Company’s common stock under the Senior Secured Convertible Notes (the “2024 Convertible Notes”) sold by the Company in a private offering in November 2024. The issuance was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 69,594,336 | 620,749 | 302,867 | 19,908,305 |
A fuller description of the 2024 Convertible Notes and the related offering and the proposal is set forth under “The Stock Issuance Proposal” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the 2024 Convertible Notes and the related offering 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 related agreements, which are included as exhibits to the Current Report on Form 8-K filed by the Company on November 29, 2024 and are incorporated herein by reference.
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 | |||
| 90,003,483 | 200,504 | 222,270 | — |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 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 18, 2025 | LUCID DIAGNOSTICS INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| Chief Financial Officer | ||
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