{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-022033","form_type":"8-K","ticker":"LUCD","cik":"0001799011","company_name":"Lucid Diagnostics Inc.","filed_at":"2023-06-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.644386+00:00","generated_at":"2026-06-13T20:11:46.237140+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Lucid Diagnostics stockholders approve doubling authorized shares to 200M and re-elect directors","bullets":["Re-elected Class B directors Ronald M. Sparks and James L. Cox with over 94% of votes cast.","Approved amendment increasing authorized common stock from 100M to 200M shares (37.1M for, 1.1M against).","Approved officer exculpation amendment to certificate of incorporation (33.3M for).","Approved issuance of shares under March 2023 convertible note and Series A preferred stock (both >99% votes cast).","Ratified Marcum LLP as independent auditor for FY2023 (38.3M for, 18K against)."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-022033","json":"https://secwatch.observer/filing/0001493152-23-022033.json","markdown":"https://secwatch.observer/filing/0001493152-23-022033.md","text":"https://secwatch.observer/filing/0001493152-23-022033.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T20:11:46.237140+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"12d2f25198a66b56794378389793fdff12c567a0","claim":"Lucid Diagnostics Inc.: Amended certificate of incorporation to incorporate new Delaware law provisions regarding officer exculpation (effective 2023-06-21).","evidence_excerpt":"a. A proposal to amend the Company’s certificate of incorporation, as amended (the “ Certificate of Incorporation ”), to incorporate new Delaware law provisions regarding officer exculpation. The amendment was approved","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-21"}],"fact_type":"governance_change"},{"claim_id":"6b291140ac3d7b699691ca0b4e0b6e0340a22a47","claim":"Lucid Diagnostics Inc.: Amended certificate of incorporation to increase authorized common stock from 100,000,000 to 200,000,000 shares (effective 2023-06-21).","evidence_excerpt":"b. A proposal to amend the Certificate of Incorporation to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000 shares, from 100,000,000 shares to 200,000,000 shares. The amendment was approved","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-21"}],"fact_type":"governance_change"},{"claim_id":"4b4c76d682afe00c22e5bf1ff66ab184578bb3d1","claim":"Lucid Diagnostics Inc. shareholders approved Approve issuance of shares under Series A Convertible Preferred Stock sold in March 2023 at the 2023-06-21 meeting.","evidence_excerpt":"A proposal to approve, for the purposes of Listing Rule 5635 of Nasdaq, the issuance of shares of the Company’s common stock under the Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”) sold by the Company in a private offering commenced in March 2023. The issuance was approved, as follows: For Against Abstain Broker Non-Votes 34,176,748 144,141 39,501 4,002,367","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-21"}],"fact_type":"shareholder_vote"},{"claim_id":"4c0815ad9340492f18271d59fbc6d8c14b1113bb","claim":"Lucid Diagnostics Inc. shareholders approved Approve issuance of shares under Senior Secured Convertible Note sold in March 2023 at the 2023-06-21 meeting.","evidence_excerpt":"A proposal to approve, for the purposes of Listing Rule 5635 of The Nasdaq Stock Market LLC (“ Nasdaq ”), the issuance of shares of the Company’s common stock under the Senior Secured Convertible Note (the “ March 2023 Note ”) sold by the Company in a private offering in March 2023. The issuance was approved, as follows: For Against Abstain Broker Non-Votes 34,220,820 100,068 39,502 4,002,367","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-21"}],"fact_type":"shareholder_vote"},{"claim_id":"5aefa2eaf2a17f49bca168ec05fd8e220f2c8643","claim":"Lucid Diagnostics Inc. shareholders approved Amend certificate of incorporation to increase total number of authorized shares of common stock from 100,000,000 to 200,000,000 at the 2023-06-21 meeting.","evidence_excerpt":"A proposal to amend the Certificate of Incorporation to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000 shares, from 100,000,000 shares to 200,000,000 shares. The amendment was approved, as follows: For Against Abstain Broker Non-Votes 37,115,102 1,125,504 122,151 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-21"}],"fact_type":"shareholder_vote"},{"claim_id":"aaf0a3b3517feea88cd9b0c92004a9030cc9893a","claim":"Lucid Diagnostics Inc. shareholders approved Amend certificate of incorporation to incorporate new Delaware law provisions regarding officer exculpation at the 2023-06-21 meeting.","evidence_excerpt":"A proposal to amend the Company’s certificate of incorporation, as amended (the “ Certificate of Incorporation ”), to incorporate new Delaware law provisions regarding officer exculpation. The amendment was approved, as follows: For Against Abstain Broker Non-Votes 33,334,308 985,133 40,949 4,002,367","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-21"}],"fact_type":"shareholder_vote"},{"claim_id":"e54f05c01c705d207ee5ef8285572f59b69fbd5f","claim":"Lucid Diagnostics Inc. shareholders approved Election of two Class B directors at the 2023-06-21 meeting.","evidence_excerpt":"The board nominated Mr. Sparks and Dr. Cox for re-election as Class B directors. Each of the board’s nominees for director was elected, as follows: Name For Authority Withheld Broker Non-Votes Ronald M. Sparks 34,163,239 197,151 4,002,367 James L. Cox, M.D. 34,154,419 205,971 4,002,367","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-21"}],"fact_type":"shareholder_vote"},{"claim_id":"f4fcf2c4404fee14c23172380f84c3f06826497b","claim":"Lucid Diagnostics Inc. shareholders approved Ratify appointment of Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-21 meeting.","evidence_excerpt":"A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accounting firm for the year ending December 31, 2023. The ratification of the appointment of Marcum LLP was approved, as follows: For Against Abstain Broker Non-Votes 38,255,914 18,190 88,653 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1799011/000149315223022033/0001493152-23-022033-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-21"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}