Material Agreement Form 8 K

As previously disclosed in a Current Report on Form 8-K filed on November 12, 2024 (the "Prior 8-K"), Lucid Diagnostics Inc. ("Lucid") has entered into a Securities Purchase Agreement (the "2024 SPA") with certain accredited investors (the "2024 Note Investors") for the sale of Senior Secured Convertible Notes (collectively, the "2024 Convertible Notes") of the Company.

Pursuant to the 2024 SPA, the 2024 Note Investors (including those whose signatures were effective as of the Prior 8-K and those whose signatures became effective after the Prior 8-K) have agreed to purchase an aggregate of $21.75 million in 2024 Convertible Notes from the Company, as disclosed in the Company's press release dated November 13, 2024. The information set forth in the Prior 8-K relating to the terms of the 2024 Convertible Notes is incorporated under this item by reference.

As previously disclosed, proceeds from the sale of the 2024 Convertible Notes will be used to redeem the Company's Senior Convertible Note issued pursuant to that certain Securities Purchase Agreement dated as of March 13, 2023 (the "2023 Convertible Note") for the redemption price specified in such note (the "Optional Redemption Price"). Pursuant to the terms of the 2023 Convertible Note, the Company has not less than ten business days from the date it provided notice of redemption (November 8, 2024), and not more than twenty business days from such date (the "Optional Redemption Notice Period"), to pay the Optional Redemption Price. The proceeds from the 2024 Convertible Notes are in excess of the amount necessary to pay the Optional Redemption Price. The Company expects to complete the issuance of the 2024 Convertible Notes and the redemption of the 2023 Convertible Note on or prior to the end of the Optional Redemption Notice Period, although there can be no assurance that such issuance and redemption will be completed during such period, if at all.

The offer and sale of the 2024 Convertible Notes, and the shares of the Company's common stock issuable upon conversion of, and in payment of dividends on, the 2024 Convertible Notes, are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act, because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities.