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Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 15 — Income Taxes

 

Income tax (benefit) expense for respective periods noted is as follows:

 

   2024   2023 
   Years Ended December 31, 
   2024   2023 
Current          
Federal, State and Local  $—   $— 
Deferred          
Federal   (8,033)   (9,281)
State and Local   (2,173)   (6,897)
Current and Deferred tax (benefit) expense   (10,206)   (16,178)
Less: Valuation allowance reserve   10,206    16,178 
Income tax (benefit) expense  $—   $— 

 

 

Note 15 — Income Taxes - continued

 

The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows:

 

   2024   2023 
   Years Ended December 31, 
   2024   2023 
U.S. federal statutory rate   21.0%   21.0%
U.S. state and local income taxes, net of federal benefit   6.1%   6.4%
Permanent differences   (1.9)%   (1.3)%
Tax credits   0.4%   1.5%
Revaluation of state deferred taxes   0.8%   —%
Federal deferred true-up   (0.8)%   (0.7)%
State deferred true-up   (3.2)%   3.8%
Valuation allowance   (22.4)%   (30.7)%
Effective tax rate   —%   —%

 

The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows:

 

   2024   2023 
   Years Ended December 31, 
   2024   2023 
Deferred Tax Assets          
Net operating loss  $39,472   $29,059 
Debt issue costs   —    55 
Stock-based compensation expense   7,659    7,984 
Accrued expenses   154    111 
Depreciation & amortization   755    790 
Lease liabilities   736    — 
Research and development expenditures   3,107    3,109 
Research and development tax credit carryforwards   1,225    1,062 
Deferred tax assets  $53,108   $42,170 
           
Deferred Tax Liabilities          
Operating leases right-of-use assets   (732)   — 
Deferred Tax Liabilities  $(732)  $— 
           
Deferred tax assets, net of deferred tax liabilities   52,376    42,170 
Less: valuation allowance   (52,376)   (42,170)
Deferred tax assets, net after valuation allowance  $—   $— 

 

 

Note 15 — Income Taxes - continued

 

Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted.

 

As required by FASB ASC Topic 740, Income Taxes, (“ASC 740”), a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. Accordingly, the Company evaluated the positive and negative evidence bearing upon the estimated realizability of the net deferred tax assets, and based on the Company’s history of operating losses, concluded it is more-likely-than-not the deferred tax assets will not be realized, and therefore recognized a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, as of December 31, 2024 and 2023.

 

Lucid Diagnostics has federal and state net operating loss (“NOL”) carryforwards, available to reduce future taxable income, if any, as of December 31, 2024 and 2023, as follows: federal NOL carryforward of approximately $144.8 million and $103.5 million, respectively, with such federal NOL carryforward not having a statutory expiration date; and state NOL carryforward of approximately $134.6 million and $103.5 million, respectively, with such state NOL carryforward having statutory expiration dates commencing in 2037. The Company has not yet conducted a formal analysis and the NOL carryforward may be subject-to limitation under U.S. Internal Revenue Code (“IRC”) Section 382 (provided there was a greater than 50% ownership change, as computed under such IRC Section 382).

 

As of October 14, 2021, Lucid Diagnostics filed its Federal income tax returns on a stand-alone legal entity basis but filed combined unitary state tax returns with PAVmed. As of September 10, 2024, Lucid Diagnostics no longer qualifies to be included in PAVmed’s combined unitary state tax returns and will file on a stand-alone legal entity basis. For all periods presented, the deferred tax asset net of valuation allowance, income tax expense and /or an uncertain tax position, if any; is determined based on Lucid Diagnostics stand-alone legal entity assumed filing of separate income tax returns in all jurisdictions.

 

The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2018 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company has not recognized any penalties or interest related to its income tax provision.