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Related Party Transactions | 9 Months Ended
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Sep. 30, 2021
Related Party Transactions [Abstract] |
Related Party Transactions | Note 4 — Related Party Transactions Case Western Reserve University and Physician Inventors - CWRU License Agreement Case Western Reserve University (“CWRU”) and each of the three physician inventors of the intellectual property licensed under the CWRU License Agreement (“Physician Inventors”) each hold equity ownership minority interests in Lucid Diagnostics Inc. The expenses incurred with respect to the CWRU License Agreement and the three Physician Inventors, as classified in the accompanying unaudited condensed consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders
|  | For the three months ended September 30, |  |  | For the nine months ended September 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Cost of Revenue |  |  |  |  |  |  |  |  |  |  |  |
CWRU – Royalty Fee |  | $ | 10,000 |  |  | $ | — |  |  | $ | 10,000 |  |  | $ | — |
General and Administrative Expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CWRU – License Agreement - Amendment Fee - Milestone III |  |  | 10,000 |  |  |  | — |  |  |  | 10,000 |  |  |  | — |
Stock-based compensation expense – Physician Inventors’ restricted stock awards |  |  | 273,000 |  |  |  | — |  |  |  | 637,000 |  |  |  | — |
Research and Development Expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CWRU License Agreement - reimbursement of patent legal fees |  |  | 82,400 |  |  |  | 79,497 |  |  |  | 195,363 |  |  |  | 138,381 |
EsoCheck devices provided to CWRU |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 14,941 |
Fees - Physician Inventors’ consulting agreements |  |  | 8,035 |  |  |  | 20,455 |  |  |  | 21,950 |  |  |  | 73,875 |
Stock-based compensation expense – Physician Inventors’ stock options |  |  | 55,455 |  |  |  | 5,750 |  |  |  | 113,584 |  |  |  | 17,250 |
Total Related Party Expenses |  | $ | 438,890 |  |  | $ | 105,702 |  |  | $ | 987,897 |  |  | $ | 244,447 |
See Note 3, Patent License Agreement – Case Western Reserve University, for a discussion of: the Amended CWRU License Agreement; and the consulting agreements with the Physician Inventors; and Note 9, Stock-Based Compensation, for information regarding each of the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan and the separate PAVmed Inc. 2014 Long-Term Incentive Equity Plan, including the stock-based equity awards granted to the Physician Inventors. Note 4 — Related Party Transactions - continued PAVmed Inc. - Management Services Agreement The daily operations of Lucid Diagnostics Inc. are managed by personnel employed by PAVmed Inc., for which Lucid Diagnostics Inc. incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed Inc. The MSA does not have a termination date, but may be terminated by the Lucid Diagnostics Inc. board of directors. The MSA Fee is charged on a quarterly basis and is subject-to periodic adjustment corresponding with changes in the number of PAVmed Inc. employees providing services to Lucid Diagnostics Inc., with the change in the MSA Fee approved by each of the Lucid Diagnostics Inc. and PAVmed Inc. board of directors. Lucid Diagnostics Inc. recognized MSA Fee expense of $870,000 and $570,000 in the three months ended September 30, 2021 and 2020, respectively; and $2,510,000 and $1,110,000 in the nine months ended September 30, 2021 and 2020, respectively. The MSA Fee expense classification in the unaudited condensed statement of operations for the periods noted is as follows: Schedule of MSA Fee Expense Classification in Unaudited Condensed Statement of Operations
|  | Cost of |  |  | Commercial |  |  | General & |  |  | Research & |  |  | Total |
MSA Fee - Three Months Ended |  | Revenue |  |  | Operations |  |  | Administrative |  |  | Development |  |  | MSA Fee |
- March 31, 2021 |  | $ | — |  |  | $ | 323,400 |  |  | $ | 269,500 |  |  | $ | 177,100 |  |  | $ | 770,000 |
- June 30, 2021 |  |  | — |  |  |  | 295,800 |  |  |  | 348,000 |  |  |  | 226,200 |  |  |  | 870,000 |
- September 30, 2021 |  |  | 39,682 |  |  |  | 352,055 |  |  |  | 254,575 |  |  |  | 223,688 |  |  |  | 870,000 |
Total - Nine Months Ended |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
September 30, 2021 |  | $ | 39,682 |  |  | $ | 971,255 |  |  | $ | 872,075 |  |  | $ | 626,988 |  |  | $ | 2,510,000 |
|  | Cost of |  |  | Commercial |  |  | General & |  |  | Research & |  |  | Total |
MSA Fee - Three Months Ended |  | Revenue |  |  | Operations |  |  | Administrative |  |  | Development |  |  | MSA Fee |
- March 31, 2020 |  | $ | — |  |  | $ | 43,200 |  |  | $ | 118,800 |  |  | $ | 108,000 |  |  | $ | 270,000 |
- June 30, 2020 |  |  | — |  |  |  | 56,700 |  |  |  | 118,800 |  |  |  | 94,500 |  |  |  | 270,000 |
- September 30, 2020 |  |  | — |  |  |  | 148,200 |  |  |  | 245,100 |  |  |  | 176,700 |  |  |  | 570,000 |
Total - Nine Months Ended |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
September 30, 2020 |  | $ | — |  |  | $ | 248,100 |  |  | $ | 482,700 |  |  | $ | 379,200 |  |  | $ | 1,110,000 |
The classification of the MSA Fee as presented above is based on the PAVmed Inc. quarterly classification of employee salary expense. In this regard, PAVmed Inc. classifies employee salary expense as cost-of-revenue for employees engaged in service delivery under the EsoGuard Commercialization Agreement, and commercial operations for employees performing sales, marketing, and reimbursement activities and functions, general and administrative, and research and development except for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, for which such employee salary is classified as research and development expense. Other Related Party Transactions Lucid Diagnostics Inc. previously entered into a consulting agreement with Stanley N. Lapidus, effective June 2020 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. In July 2021, Mr. Lapidus was appointed as Vice Chairman of the Board of Directors of Lucid Diagnostics Inc. Lucid Diagnostics Inc. recognized as general and administrative expense $7,500 and $21,000 in the three and nine months ended September 30, 2021, respectively; and $3,000 and $4,000 in the three and nine months ended September 30, 2020, respectively, in connection with the consulting agreement.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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