<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo





                            August 6, 2021

       Lishan Aklog, M.D.
       Chief Executive Officer
       Lucid Diagnostics Inc.
       One Grand Central Place
       Suite 4600
       New York, NY 10165

                                                        Re: Lucid Diagnostics
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted July 14,
2021
                                                            CIK No. 0001799011

       Dear Dr. Aklog:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 filed July
14, 2021

       Prospectus Summary
       Overview, page 5

   1.                                                   Please clarify in the
Summary the significance of EsoGuard being commercialized as a
                                                        Laboratory Developed
Test. Your disclosure surrounding such designation should
                                                        include a balanced
discussion, including the limitations and implications thereof.
       Current Status of EsoGuard and EsoCheck, page 7

   2.                                                   We note your statements
on page 7 and elsewhere that in late 2021, you expect to
                                                        complete the process of
transferring EsoCheck manufacturing to Coastline International
 Lishan Aklog, M.D.
FirstName  LastNameLishan Aklog, M.D.
Lucid Diagnostics Inc.
Comapany
August     NameLucid Diagnostics Inc.
       6, 2021
August
Page 2 6, 2021 Page 2
FirstName LastName
         Inc., which will increase EsoCheck manufacturing capacity from over
ten thousand units
         per year to over one million units per year. Please disclose whether
or not a written
         agreement is in place between the company and Coastline at this time,
and if so, discuss
         the material terms of such agreement. Please also file the agreement
as an exhibit,
         pursuant to Item 601(b)(10)(ii)(B) or tell us why such filing is not
required. To the extent
         the company has not entered into a formal agreement, please qualify
your disclosure
         accordingly.
3.       We note your statements on pages 7 and 86 that you held a "successful"
first advisory
         board meeting with medical directors of major insurers which "provided
positive feedback
         and indicated good alignment with [y]our strategic approach", which
implies
         that coverage will likely be forthcoming. Because this determination
is not within the
         company's control, please remove or revise these statements and limit
the discussion to
         factual developments to date.
Summary Financial Data , page 13

4.       We note here and on page 58 that your pro forma column gives effect to
the conversion of
         your $22.4 million payable into a convertible note that will convert
into 11.2 million
         shares of your common stock. Please explain to us why the conversion
of the $22.4
         million payable into a $22.4 million convertible note that converts
into 11.2 million shares
         upon the offering impacts your historical cash outstanding. Within
your discussion, please
         explain how you calculated your outstanding pro forma cash to be $4.5
million and
         outstanding equity to be $5.4 million. Please note that this comment
also applies to your
         pro forma net tangible book value presented on page 57.
Use of Proceeds, page 55

5.       We note your response to prior comment 5 and your disclosure that you
anticipate that the
         net proceeds of the offering will be sufficient to fund the specified
uses. Please further
         revise to separately state the amount allocated to complete your
ongoing ESOGUARD
         BE-1 and BE-2 clinical trials, the amount allocated to extend your
ESOGUARD BE-1
         trial to support a dysplasia indication and amount allocated to expand
your other clinical
         trial activities.
Capitalization , page 58

6.       Please explain why you did not include the $17.4 million due to
Pavmed, Inc. as of March
         31, 2021 within the historical column of this table since this will
convert into a convertible
         promissory note that ultimately converts into common shares within
your pro forma
         column of this table.
Management's Discussion and Analysis
Results of Operations, page 61

7.       Please clarify the reasons for the increase in research and
development expense from the
 Lishan Aklog, M.D.
Lucid Diagnostics Inc.
August 6, 2021
Page 3
       year ended December 31, 2019 to the year ended December 31, 2020.
Critical Accounting Policies , page 65

8.     We note your response to comment 6 and that on page F-14 you have
granted 1 million
       restricted shares during the three months ended March 31, 2021 and
65,000 restricted
       shares subsequent to March 31, 2021. Please provide an updated analysis
between the
       recent valuations of your common stock leading up to the IPO and the
estimated offering
       price that addresses the beneficial conversion feature of the notes, any
stock options
       issued during six months prior to the offering and these restricted
shares . This
       information will help facilitate our review of your accounting for
equity issuances
       including stock compensation and beneficial conversion features.
Index to Financial Statements
Notes to Condensed Financial Statements
Note 3. Agreements Related to Acquired Intellectual Property Rights, page F-8

9.     We note your response to comment 11. As previously requested, please
quantify here and
       on page F-31 the amounts in which you may be required to pay and the
       respective conditions that would require payment of the milestones as
well as the
       minimum royalty or tell us why additional disclosure is not required.
       You may contact Tara Harkins at 202-551-3639 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Laura Crotty at 202-551-7614 or Christine Westbrook at 202-551-5019
with any other
questions.



                                                           Sincerely,
FirstName LastNameLishan Aklog, M.D.
                                                           Division of
Corporation Finance
Comapany NameLucid Diagnostics Inc.
                                                           Office of Life
Sciences
August 6, 2021 Page 3
cc:       Eric T. Schwartz, Esq.
FirstName LastName
</TEXT>
</DOCUMENT>
