LUCID DIAGNOSTICS INC. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (kind 10-Q)


The next dialogue and evaluation of our unaudited condensed consolidated
monetary situation and outcomes of operations needs to be learn along with our
Annual Report on Kind 10-Okay for the yr ended December 31, 2021 (the “Kind
10-Okay”), as filed with the Securities and Trade Fee (the “SEC”). We’re
a majority-owned consolidated subsidiary of PAVmed Inc. (“PAVmed”).

Until the context in any other case requires, references herein to “we”, “us”, and
“our”, and to the “Firm” or “Lucid Diagnostics” are to Lucid Diagnostics Inc
and its subsidiaries LucidDx Labs Inc. (“LucidDx Labs“) and CapNostics, LLC.


                           FORWARD-LOOKING STATEMENTS

This Quarterly Report on Kind 10-Q (this “Kind 10-Q”), together with the next
dialogue and evaluation of our (unaudited) condensed consolidated monetary
situation and outcomes of operations, accommodates forward-looking statements that
contain substantial dangers and uncertainties. All statements, apart from
statements of historic info, contained on this Kind 10-Q, together with
statements relating to our future outcomes of operations and monetary place,
enterprise technique and plans and aims of administration for future operations,
are forward-looking statements. The phrases “might,” “will,” “ought to,” “expects,”
“plans,” “anticipates,” “might,” “intends,” “goal,” “initiatives,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “proceed”
or the unfavourable of those phrases or different comparable expressions are supposed to
establish forward-looking statements, though not all forward-looking statements
comprise these figuring out phrases. Ahead-looking statements usually are not ensures
of future efficiency and the Firm’s precise outcomes might differ considerably
from the outcomes mentioned within the forward-looking statements. Elements that may
trigger such variations embody, however usually are not restricted to, these mentioned in Merchandise
1A of Half I of the Kind 10-Okay below the heading “Danger Elements.”

Essential components that will have an effect on our precise outcomes embody:

  ? our restricted working historical past;
  ? our monetary efficiency, together with our potential to generate income;
  ? our potential to acquire regulatory approval for the commercialization of our
    merchandise;
  ? our potential of our merchandise to realize market acceptance;
  ? our success in retaining or recruiting, or modifications required in, our officers,
    key staff or administrators;
  ? our potential potential to acquire further financing when and if wanted;
  ? our potential to guard our mental property;
  ? our potential to finish strategic acquisitions;
  ? our potential to handle development and combine acquired operations;
  ? the potential liquidity and buying and selling of our securities;
  ? regulatory and operational dangers;
  ? cybersecurity dangers;
  ? dangers associated to SARS-CoV-2 /COVID-19 pandemic;
  ? the affect of the fabric weak spot recognized by our administration; and
  ? our estimates relating to bills, future income, capital necessities and
    wants for extra financing.


As well as, our forward-looking statements don’t mirror the potential affect
of any future financings, acquisitions, mergers, inclinations, joint ventures or
investments we might make.

We might not really obtain the plans, intentions, and /or expectations
disclosed in our forward-looking statements, and you shouldn’t place undue
reliance on our forward-looking statements. You must learn this Kind 10-Q and
the Kind 10-Okay, and the paperwork we now have filed as displays to this Kind 10-Q and
the Kind 10-Okay, utterly and with the understanding our precise future outcomes
could also be materially totally different from what we anticipate. We don’t assume any obligation
to replace any forward-looking statements, whether or not on account of new
info, future occasions or in any other case, besides as required by relevant legislation.

21






Overview

We’re a commercial-stage, most cancers prevention, medical diagnostics expertise
firm targeted on the hundreds of thousands of sufferers with long-standing gastroesophageal
reflux illness (“GERD”) who’re liable to growing esophageal precancer and
most cancers, particularly extremely deadly esophageal adenocarcinoma (“EAC”), which is
anticipated to result in roughly 16,000 U.S. deaths per yr.

We imagine that our lead merchandise, the EsoGuard Esophageal DNA Take a look at carried out on
samples collected with the EsoCheck Esophageal Cell Assortment System,
constitutes the primary and solely commercially accessible diagnostic take a look at able to
serving as a widespread screening device to stop EAC deaths, by early
detection of esophageal precancer in at-risk GERD sufferers.

  ? EsoGuard is a DNA take a look at carried out on floor esophageal cells collected with
    EsoCheck in a short noninvasive workplace process which has been proven to be
    over 90% delicate and particular at detecting Barrett's Esophagus ("BE"), a
    precancerous situation of the esophagus and all circumstances alongside the BE-EAC
    spectrum. (Moinova, et al. Sci Transl Med. 2018 Jan 17;10(424): eaao5848).

  ? EsoCheck is a United States Meals and Drug Administration FDA 510(ok) and CE
    Mark cleared noninvasive swallowable balloon capsule catheter able to
    sampling floor esophageal cells in a lower than five-minute workplace process.
    We imagine its proprietary Accumulate+Defend™ expertise makes it the one
    noninvasive esophageal cell assortment system able to anatomically focused
    and guarded sampling to stop dilution and contamination throughout system
    withdrawal.


EsoGuard is commercialized within the U.S. as a laboratory developed take a look at (“LDT”).
It was beforehand carried out by our unrelated third-party industrial scientific
laboratory service companion ResearchDx Inc. (“RDx”), at their Scientific Laboratory
Enchancment Amendments (“CLIA”) licensed industrial scientific laboratory,
situated in Irvine, CA. Starting in March 2022, the EsoGuard LDT has been
carried out at our personal CLIA-certified industrial scientific laboratory, situated in
Lake Forest, CA. RDx additionally manufactures our EsoGuard Specimen Kits. EsoCheck is
commercialized within the U.S. as a 510(ok) cleared esophageal cell assortment system
at the moment manufactured for us by our contract manufacturing companion, Sage
Product Growth Inc.
, situated in Foxborough, MA. We’re within the technique of
transferring EsoCheck manufacturing to Shoreline Worldwide Inc., a
high-volume producer headquartered in San Diego, CA with crops in Mexico.
Each EsoGuard and EsoCheck have accomplished the CE Mark certification course of.
EsoGuard, used with EsoCheck was granted FDA Breakthrough System designation and
requires the completion of a global multicenter pre-market approval
(“PMA”) scientific trial to have the ability to submit EsoGuard to the FDA for approval as
an in vitro diagnostic system (“IVD”). Presently, the Firm is focusing its
scientific trial efforts and assets in the direction of supporting insurance coverage reimbursement
adoption by authorities and personal insurers. Consequently, with the Firm
prioritizing shorter time period scientific utility research to facilitate widespread
insurance coverage adoption, the completion of the BE-1 EsoGuard screening (as described
beneath) examine will likely be delayed indefinitely. The Firm expects to finish the
EsoGuard BE-2 case management examine (as described beneath) in the end.

The EsoGuard PLA code 0114U secured closing Medicare fee dedication of
$1,938.01, efficient January 1, 2021. We’re awaiting Medicare native protection
dedication. We’re additionally aggressively pursuing EsoGuard U.S. personal payor
fee and protection in addition to fee in Europe.

We’re working to broaden EsoGuard commercialization throughout a number of channels by
constructing a direct gross sales and advertising group concentrating on main care physicians,
specialists, establishments and shoppers. To guarantee enough testing capability
and geographic protection, as a part of this growth, we’re constructing our personal
community of Lucid Take a look at Facilities, staffed by Lucid-employed scientific personnel,
the place sufferers can endure the EsoCheck process and have the pattern despatched for
EsoGuard testing. We’ve additionally established an EsoGuard Telemedicine Program, in
partnership with UpScript, LLC, an impartial third-party telemedicine
supplier, that may accommodate EsoGuard self-referrals from direct-to-consumer
advertising.

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Overview - continued

In reference to our efforts to broaden our presence within the diagnostic market,
we’re additionally growing EsoCure as an Esophageal Ablation System, with the intent
to permit a clinician to deal with dysplastic BE earlier than it will probably progress to EAC, a
extremely deadly esophageal most cancers, and to take action with out the necessity for complicated and
costly capital gear. As described beneath, we lately entered right into a
license settlement with our mum or dad firm, PAVmed Inc., pursuant to which we
had been granted the rights to commercialize EsoCure. A profitable pre-clinical
feasibility animal examine of EsoCure has been accomplished, demonstrating wonderful,
managed circumferential ablation of the esophageal mucosal lining. An acute
and survival animal examine of EsoCure™ Esophageal Ablation System has additionally been
accomplished, demonstrating profitable direct thermal balloon catheter ablation of
esophageal lining by the working channel of a normal endoscope. We plan
to conduct further improvement work and animal testing of EsoCure to help
a future FDA 510(ok) submission.

We’re a majority owned subsidiary of PAVmed. We’re get together to an amended and
restated patent license settlement with CWRU, dated August 23, 2021 (“Amended
CWRU License Settlement”), which supplies for the unique worldwide license of
the mental property rights for the proprietary applied sciences underlying
EsoCheck and EsoGuard.


Latest Developments

Enterprise

Scientific Guideline Replace – ACG and AGA

In April 2022, the American Faculty of Gastroenterology (“ACG”) up to date its
scientific guideline to help esophageal precancer (“Barrett’s Esophagus”- or
“BE”) screening to stop extremely deadly EAC using our EsoGuard® DNA Take a look at on
samples collected with our EsoCheck® Cell Assortment System. The scientific
guideline reiterates the ACG’s long-standing advice for esophageal
precancer screening in at-risk sufferers with GERD, generally generally known as power
heartburn, acid reflux disorder or just reflux. In its Suggestion 5, the ACG
suggests a single screening endoscopy in sufferers with power GERD signs and
3 or extra further threat components for BE, together with male intercourse, age higher than
50 years, White race, tobacco smoking, weight problems, and household historical past of BE or EAC
in a first-degree relative. Moreover, and importantly for the primary time, the
scientific guideline additionally endorses nonendoscopic biomarker screening as an
acceptable different to expensive and invasive endoscopy by stating in its
Suggestion 6 that the ACG suggests {that a} swallowable, nonendoscopic capsule
system mixed with a biomarker is a suitable different to endoscopy for
screening for BE. The scientific guideline particularly mentions EsoCheck, alongside
with the Firm’s EsophaCap® system, as such swallowable, nonendoscopic
esophageal cell assortment gadgets, in addition to methylated DNA biomarkers corresponding to
EsoGuard. The abstract of proof for this advice cites the seminal
NIH-funded multicenter, case-control examine printed in 2018 in Science
Translational Drugs, which demonstrated that EsoGuard is extremely correct at
detecting esophageal precancer and most cancers, together with on samples collected with
EsoCheck.

In July 2022, the American Gastroenterology Affiliation (“AGA”) printed
up to date scientific steerage that mirrors the identical furnished by the ACG as
described above, endorsing using non-invasive screening instruments like our
EsoCheck® Cell Assortment System, which is cited in its guideline, as an
acceptable different to endoscopy to instantly handle the necessity for noninvasive
screening instruments which might be straightforward to manage, affected person pleasant, and
cost-effective for the detection of BE. The scientific observe replace by the AGA
additionally considerably expands the goal inhabitants for esophageal precancer
screening, together with for EsoGuard and EsoCheck, by recommending, for the primary
time, screening in at-risk sufferers with out signs of reflux. The AGA does so
by including a historical past of power GERD as merely an extra, seventh, threat
issue to the six threat components for BE and EAC which have historically recognized
at-risk symptomatic sufferers beneficial for screening. Because of this, power
symptomatic GERD is not a compulsory prerequisite and asymptomatic sufferers
with three of the opposite six threat components (e.g., male intercourse, age higher than 50
years, White race, tobacco smoking, weight problems, and household historical past of BE) are actually
thought-about acceptable for screening.

23





Latest Developments – continued

Enterprise – continued

Native Protection Dedication Replace – CMS

In April 2022, a proposed Native Protection Dedication (“LCD”) DL39256, entitled
“Molecular Testing for Detection of Higher Gastrointestinal Metaplasia,
Dysplasia, and Neoplasia” was printed on the Middle for Medicare and Medicaid
Companies
(“CMS”) web site by MAC Palmetto GBA. The proposed LCD is an additional step
in our efforts to safe Medicare protection and fee for EsoGuard.

The proposed LCD, which the CMS web site explicitly characterizes as a “work in
progress” for “public evaluate,” outlines standards that MolDX expects higher
gastrointestinal precancer and most cancers molecular diagnostic checks to fulfill. These
standards embody lively GERD with a minimum of two threat components, in addition to proof
of analytic validity, scientific validity, and scientific utility. Though it discovered
that no at the moment current take a look at has fulfilled all these standards, it indicated
that it’ll “monitor the proof and can present protection based mostly on the
pertinent literature and society suggestions.” Notably, the proposed LCD
pre-dated, and due to this fact doesn’t embody consideration of, the latest ACG
scientific guideline replace endorsing swallowable, nonendoscopic capsule gadgets
mixed with a biomarker, corresponding to EsoCheck and EsoGuard. The publication of the
proposed LCD included a written remark interval that prolonged by Might 14,
2022
. MolDX held an open assembly on Might 10, 2022, throughout which stakeholders and
different events had the chance to deal with the proposed LCD.

We’ve used the written remark course of and the open assembly to deliver to MolDX
important info that was not included into the proposed LCD. These
embody: the up to date ACG scientific guideline; the truth that EsoGuard’s printed
efficiency is at or above accepted efficiency standards for detection of decrease
gastrointestinal cancers in accredited and at the moment efficient Medicare protection
determinations; and information from ongoing scientific utility research Lucid and
scientific investigators are performing. A closing LCD won’t be issued till the
MAC has had the chance to evaluate and contemplate the feedback and enter from
the written remark interval and the open assembly.

Following the MAC Palmetto GBA launch of a proposed LCD, Noridian Healthcare
Options
printed a proposed LCD entitled Molecular Testing for Detection of
Higher Gastrointestinal Metaplasia, Dysplasia, and Neoplasia DL39262. The
proposed LCD mirrors the MAC Palmetto GBA proposed LCD. We’ve used the
Noridian Healthcare Options open assembly held on Might 26, 2022, and the written
remark interval that ended on June 11, 2022 to deliver the identical important
info that we offered to the MAC Palmetto GBA to take care of consistency in
our strategy and advocate appropriately.

EsoGuard BE-1 and BE-2 Scientific Trials

In 2021 Lucid Diagnostics Inc. started conducting two concurrent scientific trials,
together with every of: the “EsoGuard screening examine” (“BE-1”); and the “EsoGuard
case-control examine” (“BE-2”), to broaden the scientific proof for the
applied sciences and to help a United States Meals and Drug Administration (“FDA”)
pre-market approval (“PMA”) of using EsoGuard and EsoCheck as an in-vitro
diagnostic medical system (“IVD”). Nevertheless, in mild of the lately printed
proposed Native Protection Dedication (“LCD”) DL39256, the lately up to date AGA
steerage, and the ACG replace to its scientific guideline that helps screening
to stop extremely deadly esophageal most cancers (“EAC”) using our EsoGuard® DNA
Take a look at on samples collected with our EsoCheck® Cell Assortment System, the Firm
has decided to prioritize its scientific trial efforts and assets in the direction of
supporting research that can assist safe insurance coverage reimbursement adoption by
authorities and personal insurers. Consequently, we now have determined to delay for the
time being the BE-1 trial whereas persevering with to enroll GERD sufferers with a
earlier prognosis of nondysplastic BE, low-grade dysplasia, high-grade
dysplasia, or EAC within the BE-2 case-control examine by Q2 2023.

24





Latest Developments – continued

Enterprise – continued

MediNcrease Well being Plans

In Might 2022 LucidDx Labs, Inc. entered right into a taking part supplier settlement
with MediNcrease Well being Plans, LLC (“MediNcrease”). A nationwide
directly-contracted, multi-specialty PPO supplier community with over 8 million
lives coated by its shoppers and payers, which embody regional and
nationwide well being plans, insurance coverage firms, third get together directors,
self-insured employer teams, municipalities, unions and different entities concerned
within the administration of medical claims. Pursuant to the settlement, individuals coated
by MediNcrease shoppers and payers may have in-network entry to our EsoGuard®
DNA take a look at. The settlement supplies charges of reimbursement as a % of prices
for providers rendered to such coated individuals by LucidDx Labs, together with the
efficiency of the EsoGuard® DNA take a look at.

In June and July 2022, LucidDx Labs Inc. continued to broaden its in-network base
by getting into into taking part supplier agreements with Galaxy Well being Community,
Three Rivers Supplier Community, and Prime Well being Companies (collectively, “the
PPOs”), in addition to Alivio Well being. The PPOs cowl hundreds of thousands of lives by the
supplier networks they’ve compiled for his or her shoppers, together with third-party
directors, insurance coverage firms, self-insured firms, firms, and
authorities entities to entry, whereas Alivio supplies its shoppers entry to its
specialised diagnostic laboratory community. Pursuant to the settlement, individuals
coated by the PPOs may have in-network entry to our EsoGuard® DNA take a look at. The
agreements supplies charges of reimbursement as a proportion of prices for
providers rendered to such coated individuals by LucidDx Labs, together with the
efficiency of the EsoGuard take a look at.

Firm-Owned Industrial Scientific Laboratory

Via our wholly-owned subsidiary, LucidDx Labs Inc., we entered into an asset
buy settlement (“APA”) dated February 25, 2022, with ResearchDx, Inc.
(“RDx”), an unrelated third-party – “APA-RDx”. Underneath the APA-RDx, LucidDx Labs
Inc.
acquired sure property from RDx which had been mixed with LucidDx Labs
bought and leased property and gear to ascertain a Firm-owned CLIA
licensed, CAP accredited industrial scientific laboratory able to performing
the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, subsequent technology
sequencing (“NGS”) and specimen storage. Previous to consummation of the APA-RDx,
RDx offered such laboratory providers to us at its owned CLIA-certified,
CAP-accredited scientific laboratory.

25





Latest Developments – continued

Enterprise – continued

Third-Occasion Payor Billing and Income Cycle Administration

As a part of the transition to our personal Firm-owned industrial scientific
laboratory, we additionally contracted with a income cycle administration (“RCM”) service
supplier to submit third-party reimbursement claims on our behalf. The RCM
service supplier may have full oversight of payer claims, appeals
processes, affected person billing, on-line fee assortment, and claims monitoring. With
the suitable licenses and certifications for billing and credentialing
secured, and our lately having put in place the required again workplace programs,
claims for roughly 1,000 checks carried out for the reason that institution of our
personal lab are actually being processed, together with 850 checks within the three months ended
June 30, 2022 (though not having but secured reimbursed charges from Medicare
and Medicaid, the Firm doesn’t know the quantity per declare it is going to obtain
from payors). Discuss with Be aware 3 of our Condensed Consolidated Monetary
Statements for extra info on Income from Contracts with Prospects.
Presently, acknowledged income for GAAP functions is topic to precise quantities
collected in the course of the interval. Accordingly, for the reason that RCM started submitting claims
processed from our personal lab subsequent to June 30, 2022, there have been no
collections in the course of the three months ended June 30, 2022.

EsoCure License Settlement with PAVmed Inc.

EsoCure has been in improvement as an esophageal ablation system by PAVmed. In
April 2022, following the approval from each ours and the PAVmed Inc. boards of
administrators, we and PAVmed Inc. entered into an intercompany license settlement
(“EsoCure License Settlement”), pursuant to which we had been granted the rights to
commercialize EsoCure. The EsoCure License Settlement, features a royalty
association whereby we can pay PAVmed Inc. a 5% royalty on all EsoCure gross sales up
to $100 million per calendar yr, and an 8.0% royalty on annual gross sales in extra
of $100 million per calendar yr. We’re obligated to reimburse PAVmed Inc. for
any ongoing improvement prices and cumulative patent bills related to the
licensed expertise.

CapNostics, LLC

On October 5, 2021, PAVmed Subsidiary Corp, a wholly-owned subsidiary of PAVmed
Inc., acquired 100% of the excellent membership curiosity of CapNostics, LLC
(“CapNostics”), an unrelated third-party, for whole (gross) buy
consideration of roughly $2.1 million in money, paid on the closing of the
transaction. Subsequently, Lucid Diagnostics Inc. and PAVmed Subsidiary Corp
entered into an settlement, efficient April 1, 2022, pursuant to which PAVmed
Subsidiary Corp
assigned to Lucid Diagnostics Inc. 100% of the membership
curiosity in CapNostics, LLC, inclusive of an acquired defensive expertise
intangible asset, and a $2.1 million fee obligation Due To: PAVmed Inc.
Moreover, Lucid Diagnostics Inc. was additionally assigned on a potential foundation
efficient April 1, 2022, the consulting settlement with the earlier principal
proprietor of CapNostics, LLC.

26






Outcomes of Operations

Overview

Income

Income was acknowledged with respect to the EsoGuard Commercialization Settlement,
dated August 1, 2021, between the Firm and ResearchDx Inc. (“RDx”), a CLIA
licensed industrial laboratory service supplier. On February 25, 2022, the
EsoGuard Commercialization Settlement was terminated upon the execution of an
Asset Buy Settlement between the Firm’s wholly-owned subsidiary LucidDx
Labs Inc.
and RDx.

Value of income

The price of income acknowledged with respect to the income acknowledged below the
EsoGuard Commercialization Settlement is inclusive of: a royalty payment incurred
below the Amended CWRU License Settlement; the MSA Payment (as outlined and mentioned
herein beneath) allotted to price of income, which is principally worker
associated prices of PAVmed staff engaged within the administration to sufferers of
the EsoCheck cell pattern assortment process (principally on the LUCID Take a look at
Facilities); the EsoCheck gadgets and EsoGuard mailers (cell pattern transport prices)
distributed to medical practitioners places and the LUCID Take a look at Facilities; and
LUCID Take a look at Facilities working bills, together with lease expense and provides.

Gross sales and advertising bills

Gross sales and advertising bills consist primarily of the portion of the MSA Payment
allotted to gross sales and advertising bills, that are principally worker
associated prices of PAVmed staff, in addition to promoting and promotion
bills. We anticipate our gross sales and advertising bills will enhance within the
future, as we anticipate a rise in payroll and associated bills associated to
the roll-out of our industrial gross sales and advertising operations as we execute on
our enterprise technique.

Basic and administrative bills

Basic and administrative bills consist primarily {of professional} charges,
accounting and authorized providers, consultants and bills related to
acquiring and sustaining patents inside our mental property portfolio,
together with the portion of the MSA Payment allotted to normal and administrative
bills.

We anticipate our normal and administrative bills will enhance within the
future, as we anticipate a rise within the MSA Payment allotted to normal and
administrative expense, associated to continued growth of our general enterprise
operations. We additionally anticipate bills associated to being a public firm,
together with skilled providers charges for authorized, accounting, tax, audit,
staff concerned in third-party payor reimbursement contract negotiations and
regulatory providers related to sustaining compliance as a public firm,
together with insurance coverage premiums, investor relations, and different company bills.

27





Outcomes of Operations – continued

Overview – continued

Analysis and Growth Bills

Analysis and improvement bills are acknowledged within the interval they’re incurred
and consist principally of inner and exterior bills incurred for the
improvement of our applied sciences and conducting scientific trials, together with:

  ? consulting prices charged to us by numerous exterior contract analysis
    organizations we contract with to conduct preclinical research and engineering
    research;
  ? prices related to regulatory filings;
  ? patent license charges;
  ? price of laboratory provides and buying, growing, and manufacturing
    preclinical prototypes;
  ? product design engineering research;
  ? charges related to conducting scientific trials for our EsoGuard diagnostic
    assay; and
  ? MSA Payment allotted to analysis and improvement, as such MSA Payment are mentioned
    beneath.


We plan to incur analysis and improvement bills for the foreseeable future as
we proceed the event of our current merchandise in addition to new improvements.
Our analysis and improvement actions are targeted principally on acquiring FDA
approvals and growing product enhancements or extending the utility of the
lead merchandise in our pipeline, together with EsoCheck and EsoGuard.

Presentation of Greenback Quantities

All greenback quantities on this Administration’s Dialogue and Evaluation of Monetary
Situation and Outcomes of Operations are introduced in hundreds of {dollars}, if
not in any other case indicated as being introduced as {dollars} in hundreds of thousands, aside from
the variety of shares and per share quantities.

28





Outcomes of Operations – continued

Three months ended June 30, 2022 as in comparison with three months ended June 30, 2021

The Firm didn’t acknowledge income nor price of income in the course of the three
months ended June 30, 2022 and June 30, 2021.

Gross sales and advertising bills

Within the three months ended June 30, 2022, gross sales and advertising prices had been
roughly $3.9 million, in comparison with $1.0 million for the corresponding
interval within the prior yr. The online enhance of $2.9 million was principally
associated to:

  ? roughly $2.5 million enhance in compensation associated prices, together with
    stock-based compensation of roughly $0.4 million in inventory based mostly
    compensation with respect to restricted inventory awards ("RSA") grants below the
    Lucid Diagnostics Inc. 2018 Fairness Plan to Lucid Diagnostics and PAVmed
    staff and non-employees, and a rise in inventory choices granted
    corresponding with the rise within the variety of staff principally associated
    to a rise in headcount;
  ? roughly $0.5 million enhance in outdoors skilled providers associated
    to EsoCheck, EsoGuard and consulting {and professional} providers charges; and
  ? roughly $0.1 million lower within the MSA payment allocation from PAVmed
    associated to the expansion and growth of our enterprise and the providers incurred
    by PAVmed.


Basic and administrative bills

Within the three months ended June 30, 2022, normal and administrative prices had been
roughly $7.3 million, in comparison with $3.1 million for the corresponding
interval within the prior yr. The online enhance of $4.2 million was principally
associated to:

  ? roughly $0.5 million enhance in compensation associated prices, together with
    stock-based compensation of roughly $0.2 million with respect to
    restricted inventory awards ("RSA") grants below the Lucid Diagnostics Inc. 2018
    Fairness Plan to Lucid Diagnostics and PAVmed staff and non-employees, and
    a rise in inventory choices granted corresponding with the rise within the
    variety of staff principally associated to a rise in headcount;
  ? roughly $2.1 million enhance in consulting providers associated to patents,
    regulatory compliance, authorized processes for contract evaluate, transition of
    public relations and investor relations corporations, and public firm bills;
  ? roughly $0.6 million of amortization expense associated to our intangible
    property;
  ? roughly $0.3 million enhance within the MSA charges, after allocation, from
    PAVmed associated to the expansion and growth of our enterprise and the providers
    incurred by PAVmed; and
  ? roughly $0.7 million enhance normally enterprise bills.


Analysis and improvement bills

Within the three months ended June 30, 2022, analysis and improvement prices had been
roughly $3.4 million, in comparison with $1.9 million for the corresponding
interval within the prior yr. The online enhance of $1.5 million was principally
associated to:

  ? roughly $1.4 million enhance in improvement prices, notably in
    scientific trial actions and outdoors skilled and consulting charges with
    respect to EsoCheck, EsoCure and EsoGuard; and
  ? roughly $0.1 million enhance within the MSA payment allocation from PAVmed
    associated to the expansion and growth of our enterprise and the providers incurred
    by PAVmed.


See our accompanying unaudited condensed consolidated monetary statements for
every of: Be aware 4, Associated Occasion Transactions, for a dialogue of the consulting
payment expense and inventory based mostly compensation expense acknowledged with respect to the
Doctor Inventors consulting agreements and inventory choices and restricted inventory
awards; and the MSA between Lucid Diagnostics and PAVmed; and Be aware 11,
Inventory-Based mostly Compensation, for info relating to every of the Lucid
Diagnostics
2018 Fairness Plan and the PAVmed Inc. 2014 Fairness Plan.

29





Outcomes of Operations – continued

Six months ended June 30, 2022 as in comparison with six months ended June 30, 2021

Income

Within the six months ended June 30, 2022, income was $0.2 million as in comparison with
no income within the corresponding interval within the prior yr. The $0.2 million
enhance pertains to our EsoGuard Commercialization Settlement, dated August 1,
2021
, which resulted in income recognition of $0.1 million per 30 days commencing
August 2021 and ending February 2022 upon the February 25, 2022 termination date
of such settlement.

Value of income

Within the six months ended June 30, 2022, price of income was roughly $0.4
million
, in comparison with no price of income within the corresponding interval within the prior
yr. The $0.4 million enhance principally pertains to prices related to the
EsoGuard Commercialization Settlement famous above.

Gross sales and advertising bills

Within the six months ended June 30, 2022, gross sales and advertising prices had been
roughly $7.2 million, in comparison with $1.7 million for the corresponding
interval within the prior yr. The online enhance of $5.5 million was principally
associated to:

  ? roughly $4.8 million enhance in compensation associated prices, together with
    stock-based compensation of roughly $0.8 million in inventory based mostly
    compensation with respect to restricted inventory awards ("RSA") grants below the
    Lucid Diagnostics Inc. 2018 Fairness Plan to Lucid Diagnostics and PAVmed
    staff and non-employees, and a rise in inventory choices granted
    corresponding with the rise within the variety of staff principally associated
    to a rise in headcount;
  ? roughly $0.9 million enhance in outdoors skilled providers associated
    to EsoCheck, EsoGuard and consulting {and professional} providers charges; and
  ? roughly $0.2 million lower within the MSA payment allocation from PAVmed
    associated to the expansion and growth of our enterprise and the providers incurred
    by PAVmed.


Basic and administrative bills

Within the six months ended June 30, 2022, normal and administrative prices had been
roughly $13.2 million, in comparison with $4.3 million for the corresponding
interval within the prior yr. The online enhance of $8.9 million was principally
associated to:

  ? roughly $2.0 million enhance in compensation associated prices, together with
    stock-based compensation of roughly $1.6 million in inventory based mostly
    compensation with respect to restricted inventory awards ("RSA") grants below the
    Lucid Diagnostics Inc. 2018 Fairness Plan to Lucid Diagnostics and PAVmed
    staff and non-employees, and a rise in inventory choices granted
    corresponding with the rise within the variety of staff principally associated
    to a rise in headcount;
  ? roughly $4.1 million enhance in consulting providers associated to patents,
    regulatory compliance, authorized processes for contract evaluate, transition of
    public relations and investor relations corporations, and public firm bills;
    and
  ? roughly $0.6 million of amortization expense associated to our intangible
    property;
  ? roughly $0.7 million enhance within the MSA charges, after allocation, from
    PAVmed associated to the expansion and growth of our enterprise and the providers
    incurred by PAVmed; and
  ? roughly $1.5 million enhance normal enterprise bills.



30

Outcomes of Operations – continued

Six months ended June 30, 2022 as in comparison with six months ended June 30, 2021
continued

Analysis and improvement bills

Within the six months ended June 30, 2022, analysis and improvement prices had been
roughly $6.3 million, in comparison with $3.6 million for the corresponding
interval within the prior yr. The online enhance of $2.7 million was principally
associated to:

  ? roughly $2.2 million enhance in improvement prices, notably in
    scientific trial actions and outdoors skilled and consulting charges with
    respect to EsoCheck, EsoCure and EsoGuard;
  ? roughly $0.2 million enhance in compensation associated prices and associated
    to expanded scientific and engineering workers; and
  ? roughly $0.3 million enhance within the MSA payment allocation from PAVmed
    associated to the expansion and growth of Lucid's enterprise and the providers
    incurred by PAVmed.


See our accompanying unaudited condensed consolidated monetary statements for
every of: Be aware 4, Associated Occasion Transactions, for a dialogue of the consulting
payment expense and inventory based mostly compensation expense acknowledged with respect to the
Doctor Inventors consulting agreements and inventory choices and restricted inventory
awards; and the MSA between Lucid Diagnostics and PAVmed; and Be aware 11,
Inventory-Based mostly Compensation, for info relating to every of the Lucid
Diagnostics
2018 Fairness Plan and the PAVmed Inc. 2014 Fairness Plan.

31





Liquidity and Capital Sources

Our present operational actions are principally targeted on the
commercialization of EsoGuard. We’re presently targeted on increasing
commercialization throughout a number of gross sales channels, together with: the communication
and training of medical practitioners and clinicians of the EsoGuard LDT; and
establishing “Lucid Diagnostics Take a look at Facilities” for the gathering of cell samples
utilizing EsoCheck. Moreover, we’re growing expanded scientific proof to
help advice of our merchandise in skilled society tips and
insurance coverage reimbursement adoption by authorities and personal insurers. Additional,
the Firm can be pursuing improvement of different services,
together with EsoCure™, an esophageal ablation system.

The power of the Firm to generate income relies upon upon the Firm’s
potential to efficiently advance the commercialization of EsoGuard, whereas additionally
finishing the scientific research, its product and repair improvement, and the
obligatory regulatory approval thereof. There aren’t any assurances, nevertheless, the
Firm will be capable to receive an sufficient stage of economic assets required
for the long-term commercialization and improvement of its merchandise and
providers.

Previous to our preliminary public providing (“IPO”) of our widespread inventory in October
2021
, our operations had been funded by PAVmed Inc., inclusive of offering working
capital money advances and the fee of sure working bills
on-our-behalf. Moreover, sure operations of Lucid Diagnostics Inc.
proceed to be managed by personnel of PAVmed Inc., for which we incur expense
in response to the provisions of a Administration Companies Settlement between us and
PAVmed Inc.

We’re topic to all the dangers and uncertainties sometimes confronted by medical
system and diagnostic firms that dedicate considerably all of their efforts
to the commercialization of their preliminary product and providers and ongoing
analysis and improvement actions and conducting scientific trials. We anticipate to
proceed to expertise recurring losses from operations and can proceed to
fund our operations with debt and fairness financing transactions.
However, nevertheless, with the money on-hand as of the date hereof and
dedicated fairness sources of financing, the Firm expects to have the ability to fund
its operations and meet its monetary obligations as they turn out to be due for the one
yr interval from the date of the difficulty of the Firm’s unaudited condensed
consolidated monetary statements, as included herein on this Quarterly Report
on Kind 10-Q for the interval ended June 30, 2022.

Dedicated Fairness Facility – March 28, 2022

On March 28, 2022, we entered right into a dedicated fairness facility with an affiliate
of Cantor Fitzgerald (“Cantor”). Underneath the phrases of the dedicated fairness
facility, Cantor has dedicated to buy as much as $50 million of our widespread inventory
every so often at our request. Whereas there are distinct variations, the
dedicated fairness facility is structured equally to a conventional at-the-market
fairness facility, insofar because it permits us to lift main fairness capital on a
periodic foundation at costs based mostly on the present market worth. As of June 30,
2022
, there have been no shares of widespread inventory issued below the dedicated fairness
facility. Subsequent to June 30, 2022, as of August 10, 2022, below the
dedicated fairness facility, a complete of 308,152 shares of widespread inventory of the
Firm had been issued for proceeds of roughly $927.

Due To: PAVmed Inc.

Since our inception in Might 2018 by our IPO in October 2021, our operations
had been funded by PAVmed offering working capital money advances and the fee by
PAVmed of sure working bills on-our-behalf. Moreover, our every day
operations have been and proceed to be principally managed by personnel
employed by PAVmed, for which we incur a MSA Payment expense in response to the
provisions of the MSA mentioned above.

As of June 30, 2022, we had a Due To: PAVmed Inc. fee obligation legal responsibility
of an mixture of roughly $2.4 million payable for the switch of
CapNostics LLC, and for reimbursement of worker associated prices and sure
working bills paid by PAVmed Inc. on our behalf. See our accompanying
unaudited condensed consolidated monetary statements Be aware 5, Due To PAVmed Inc.

32





Important Accounting Insurance policies and Important Judgments and Estimates

The dialogue and evaluation of our (unaudited) monetary situation and
consolidated outcomes of operations relies on our unaudited condensed
consolidated monetary statements, which have been ready in accordance with
usually accepted accounting rules in the USA of America (“U.S.
GAAP”). The preparation of those unaudited condensed consolidated monetary
statements requires us to make estimates and assumptions affecting the reported
quantities of property, liabilities, and fairness, together with the disclosure of
contingent property and liabilities on the date of the unaudited condensed
consolidated monetary statements and the reported quantities of bills throughout
the corresponding durations. In accordance with U.S. GAAP, we base our estimates
on historic expertise and on numerous different assumptions we imagine are
affordable below the circumstances. Precise outcomes might differ from these
estimates below totally different assumptions or circumstances. Our vital accounting
insurance policies are as disclosed within the Firm’s annual report on Kind 10-Okay for the
yr ended December 31, 2021 as filed with the SEC on April 6, 2022, besides as
in any other case famous in Be aware 2, Abstract of Important Accounting Insurance policies and Latest
Accounting Requirements Updates, of our unaudited condensed consolidated monetary
statements included herein on this Kind 10-Q.

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