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Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 — Related Party Transactions

 

The aggregate Due To: PAVmed Inc. for the period indicated is summarized as follows:

 

                 
   MSA Fees   Employee-Related Costs   PAVmed Inc. OBO Payments   Total 
Balance - December 31, 2022  $1,650   $3,026   $284   $4,960 
MSA fees   9,000    —    —    9,000 
ERC - Payroll & Benefits   —    1,828    —    1,828 
On Behalf Of (OBO) activities   —    —    1,035    1,035 
Cash payments to PAVmed Inc.   (4,500)   (1,691)   (1,293)   (7,484)
Balance - December 31, 2023  $

6,150

   $3,163   $

26

   $

9,339

 

 

 

                 
   MSA Fees   Employee-Related Costs   PAVmed Inc. OBO Payments   Total 
Balance - December 31, 2023  $6,150   $3,163   $26   $9,339 
MSA fees   11,300    —    —    11,300 
ERC - Benefits   —    1,888    —    1,888 
On Behalf Of (OBO) activities   —    —    779    779 
Cash payments to PAVmed Inc.   (15,800)   (2,026)   (805)   (18,631)
Payment to PAVmed Inc. settled in LUCD stock   (1,650)   (3,025)   —    (4,675)
Balance - December 31, 2024  $—   $—   $—   $— 

 

PAVmed - Management Services Agreement

 

The Company’s daily operations are also managed in part by personnel employed by PAVmed, for which the Company incurs a service fee, referred to as the “MSA Fee”, according to the provisions of a Management Services Agreement (“MSA”) with PAVmed. The MSA does not have a termination date, but may be terminated by the Company’s board of directors. The MSA Fee is charged on a monthly basis and is subject-to periodic adjustment corresponding with changes in the services provided by PAVmed personnel to the Company, with any such change in the MSA Fee being subject to approval of the boards of directors of each of the Company and PAVmed. In March 2024, PAVmed and the Company were authorized by their respective boards of directors to enter, and they did enter, into an eighth amendment to the MSA. Under this amendment, the monthly fee due from the Company to PAVmed was increased from $750 to $833, effective January 1, 2024. In August 2024, PAVmed and the Company were authorized by their respective boards of directors to enter, and they did enter, into a ninth amendment to the MSA. Under this amendment, the monthly fee due from the Company to PAVmed was increased from $833 to $1,050, effective July 1, 2024. During the year ended December 31, 2023, MSA fees were $750 per month. Currently, under the terms of PAVmed’s outstanding convertible debt, PAVmed is required to elect to receive such payments in cash.

 

On January 26, 2024, PAVmed elected to receive payment of $4,675 of fees and reimbursements due from Lucid, through the issuance of 3,331,771 shares of Lucid Diagnostics common stock.

 

The MSA Fee expense classification in the consolidated statement of operations for the periods noted is as follows:

 

         
   Years Ended December 31, 
   2024   2023 
Sales & Marketing  $581   $436 
General & Administrative   8,113    6,350 
Research & Development   2,606    2,214 
Total MSA Fee  $11,300   $9,000 

 

The classification of the MSA Fee as presented above is based on the PAVmed classification of employee salary expense and other operating expenses. In this regard, PAVmed classifies employee salary expense as sales and marketing expenses for employees performing sales, sales support and marketing activities, research and development expenses for those employees who are engaged in product and services engineering development and design and /or clinical trials activities, and other employees and activities classified as general and administrative.

 

Transfer of Intellectual Property from PAVmed

 

On September 27, 2024, the Company entered into an Assignment of Patent Rights with PAVmed, pursuant to which PAVmed assigned certain patent rights to the Company related to the EsoCheck device. In consideration of the assignment the Company agreed to pay PAVmed a $350 assignment fee.