---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-005454"
form_type: "8-K"
ticker: "LUCD"
cik: "0001799011"
company_name: "Lucid Diagnostics Inc."
filed_at: "2023-02-17T23:59:59+00:00"
generated_at: "2026-06-19T08:10:29.770365+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Lucid Diagnostics terminates MSA with ResearchDx, saves ~$2.7M

## Summary
- Mutual termination of Management Services Agreement with ResearchDx effective Feb 10, 2023.
- Earnout and management fees reduced to $725,000 from ~$3,450,000, saving ~$2,725,000.
- Payment satisfied via 553,436 shares of common stock; no cash required.
- Termination enables full internal operation of LucidDx Labs' EsoGuard assay.
- Includes mutual release and customary covenants.

## SEC filing metadata
- accession: 0001493152-23-005454
- form_type: 8-K
- ticker: LUCD
- cik: 0001799011
- company_name: Lucid Diagnostics Inc.
- filed_at: 2023-02-17T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.02, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1799011/000149315223005454/0001493152-23-005454-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1799011/000149315223005454/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-005454
- JSON: https://secwatch.observer/filing/0001493152-23-005454.json
- Plain text: https://secwatch.observer/filing/0001493152-23-005454.txt

## Key facts
- Material Agreements
  Lucid Diagnostics Inc. terminated Management Services Agreement with ResearchDx, Inc. valued at Remaining earnout and management fees reduced to $725,000 from approx. $3,450,000, net savings of ap (effective 2023-02-10).
  - Action: termination
  - Counterparty: ResearchDx, Inc.
  - Value: Remaining earnout and management fees reduced to $725,000 from approx. $3,450,000, net savings of ap
  - Effective: 2023-02-10
  source text: On February 14, 2023, Lucid Diagnostics Inc. (the “ Company ” or “ Lucid Diagnostics ”) and LucidDx Labs Inc. (“ LucidDx Labs ”), a wholly owned subsidiary of the Company, entered into an agreement (the “ Termination Agreement ”) with ResearchDx, Inc. (“ RDx ”), pursuant to which the parties mutually agreed to terminate the Management Services Agreement, dated as of February 25, 2022, by and between LucidDx Labs and RDx (the “ MSA ”), without cause. The termination was effective as of February 10, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1799011/000149315223005454/0001493152-23-005454-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.