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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 14 — Stock-Based Compensation

 

Lucid Diagnostics 2018 Long-Term Incentive Equity Plan

 

The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics 2018 Equity Plan”) is separate and apart from the PAVmed 2014 Equity Plan discussed below. The Lucid Diagnostics 2018 Equity Plan is designed to enable Lucid Diagnostics to offer employees, officers, directors, and consultants, an opportunity to acquire shares of common stock of Lucid Diagnostics. The types of awards that may be granted under the Lucid Diagnostics 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics compensation committee.

 

A total of 11,644,000 shares of common stock of Lucid Diagnostics are reserved for issuance under the Lucid Diagnostics 2018 Equity Plan, with 2,832,133 shares available for grant as of December 31, 2023. The share reservation is not diminished by a total of 423,300 stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2023. In January 2024, the number of shares available for grant was increased by 2,680,038 in accordance with the evergreen provisions of the plan.

 

 

Note 14 — Stock-Based Compensation - continued

 

Lucid Diagnostics Stock Options

 

Lucid Diagnostics stock options granted under the Lucid Diagnostics 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

 

  

Number of

Stock Options

  

Weighted

Average

Exercise Price

  

Remaining

Contractual

Term (Years)

   Intrinsic Value(2) 
Outstanding stock options at December 31, 2021   1,419,242   $0.73    7.0      
Granted(1)   2,365,000   $3.68           
Exercised   (965,342)  $0.72           
Forfeited   (253,523)  $3.83           
Outstanding stock options at December 31, 2022   2,565,377   $3.14    8.3   $428 
Granted(1)   3,618,000   $1.32           
Exercised   —   $—           
Forfeited   (678,994)  $2.75           
Outstanding stock options at December 31, 2023(3)   5,504,383   $2.00    8.5   $765 
Vested and exercisable stock options at December 31, 2023   2,339,527   $2.30    7.8   $529 

 

(1) Stock options granted under the Lucid Diagnostics 2018 Equity Plan and those granted outside such plan generally vest one-third in one year then ratably over the next eight quarters, and have a ten-year contractual term from date-of-grant.
(2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics common stock on each of December 31, 2023 and December 31, 2022 and the exercise price of the underlying Lucid Diagnostics stock options, to the extent such quoted price is greater than the exercise price.
(3) The outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics 2018 Equity Plan, as of December 31, 2023 and December 31, 2022.

 

Subsequent to December 31, 2023, on February 22, 2024, the company granted 2,895,000 stock options to employees and directors under the Lucid Diagnostics Inc 2018 Equity Plan with a weighted average exercise price of $1.25 for which will generally vest one-third after one year then ratably over the next eight quarters.

 

Lucid Diagnostics Restricted Stock Awards

 

Lucid Diagnostics restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

  

  

Number of Restricted

Stock Awards

  

Weighted Average

Grant Date Fair Value

 
Unvested restricted stock awards as of December 31, 2021   1,940,740   $12.76 
Granted   320,000    4.53 
Vested   (169,320)   13.48 
Forfeited   —    — 
Unvested restricted stock awards as of December 31, 2022(1)   2,091,420   $11.44 
Granted   550,000    1.29 
Vested   (303,980)   11.95 
Forfeited   —    — 
Unvested restricted stock awards as of December 31, 2023   2,337,440   $8.99 

 

(1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted stock awards granted outside the Lucid Diagnostics 2018 Equity Plan as of December 31, 2022. These 50,000 restricted stock awards were fully vested during the year ended December 31, 2023.

 

PAVmed Inc. 2014 Equity Plan

 

The PAVmed 2014 Long-Term Incentive Equity Plan (the “PAVmed 2014 Equity Plan”), is separate and apart from the Lucid Diagnostics 2018 Equity Plan (as such equity plan is discussed above).

 

 

Note 14 — Stock-Based Compensation - continued

 

Stock-Based Compensation Expense

 

The stock-based compensation expense recognized by the Company for both the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, for the periods indicated, was as follows: 

 

   2023   2022 
  

Years Ended

December 31,

 
   2023   2022 
Lucid Diagnostics 2018 Equity Plan – cost of revenue  $63   $13 
Lucid Diagnostics 2018 Equity Plan – sales and marketing   948    968 
Lucid Diagnostics 2018 Equity Plan - general and administrative   4,455    12,691 
Lucid Diagnostics 2018 Equity Plan - research and development   296    187 
PAVmed 2014 Equity Plan - cost of revenue   37    3 
PAVmed 2014 Equity Plan - sales and marketing   463    654 
PAVmed 2014 Equity Plan - general and administrative   173    262 
PAVmed 2014 Equity Plan - research and development   387    213 
Total stock-based compensation expense  $6,822   $14,991 

 

The stock-based compensation expense, as presented above, is inclusive of: stock options and restricted stock awards granted under the Lucid Diagnostics 2018 Equity Plan to employees of PAVmed, the physician inventors of the technology licensed under the Amended CWRU License Agreement, and members of the board of directors of Lucid Diagnostics, as well as the stock options granted under the PAVmed 2014 Equity Plan to the physician inventors.

 

As of December 31, 2023, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the Lucid Diagnostics 2018 Equity Plan and the PAVmed 2014 Equity Plan, as discussed above, is as follows:

 

   Unrecognized
Expense		  

Weighted Average

Remaining Service

Period (Years)

 
Lucid Diagnostics 2018 Equity Plan          
Stock Options  $3,566    2.0 
Restricted Stock Awards  $1,167    2.2 
PAVmed 2014 Equity Plan          
Stock Options  $432    2.1 

 

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.88 per share and $2.30 per share during the years ended December 31, 2023 and 2022, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

 

   2023   2022 
   Years Ended December 31, 
   2023   2022 
Expected term of stock options (in years)   5.6    5.6 
Expected stock price volatility   74%   71%
Risk free interest rate   3.9%   2.1%
Expected dividend yield   —%   —%

 

Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid ESPP”)

 

A total of 231,987 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $276 on March 31, 2023 under the Lucid ESPP. A total of 276,213 and 84,030 shares of common stock of Lucid Diagnostics were purchased for proceeds of approximately $275 and $109 on September 30, 2023 and 2022, respectively, under the Lucid ESPP. The Lucid ESPP has a total reservation of 1,000,000 shares of common stock of which 407,770 shares are available for issue as of December 31, 2023. In January 2024, our board authorized an increase in the number of shares available for issue by 500,000.