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重大事件 即時報告 8-K 2026-06-24

Lucid Diagnostics股東會通過增發1億股及董事選舉 投票率84.7%

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Lucid Diagnostics Inc.（納斯達克代碼：LUCD）於2026年6月24日提交8-K報告，彙報同日舉行的股東周年大會結果。約84.7%已發行及有投票權股份的股東親身或委託代表出席。 大會共表決三項議案，全部獲得通過： 1. 選舉三名B類董事：James L. Cox醫生、John R. Palumbo及Ronald M. Sparks成功連任，任期至2029年股東周年大會。投票結果：Cox獲97,413,460票贊成、21,957,997票反對；Palumbo獲99,146,219票贊成、20,225,238票反對；Sparks獲97,277,136票贊成、22,094,321票反對；三項均錄得46,065,680票經紀人非投票。 2. 批准修訂公司章程，將授權普通股總數由3億股增加至4億股（即新增1億股）。投票結果：152,941,468票贊成、12,113,250票反對、382,419票棄權，無經紀人非投票。修訂於2026年6月24日向德拉瓦州州務卿提交並即時生效。 3. 批准委任CBIZ CPAs P.C.為公司截至2025年12月31日止年度的獨立註冊會計師事務所。投票結果：161,813,118票贊成、2,425,251票反對、1,198,768票棄權，無經紀人非投票。 是次授權股份增加為管理層提供更大靈活性，可能用於未來集資、收購或股權激勵計劃，惟同時可能攤薄現有股東權益。公司未有在8-K中提供業務展望或財務業績。
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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

 

 

FORM
8-K

 

CURRENT
REPORT

PURSUANT
TO SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934

 

Date
of Report (Date of earliest event reported): June
24, 2026

 

 
 LUCID
 DIAGNOSTICS INC.

 
 (Exact
 Name of Registrant as Specified in Charter)

 
 

 
 Delaware
  
 001-40901
  
 82-5488042

 
 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

 
 

 
 360
 Madison Avenue, 25th Floor, New
 York, New
 York
  
 10017

 
 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

 
 

Registrant’s
telephone number, including area code: (917) 813-1828

 

 
 N/A

 
 (Former
 Name or Former Address, if Changed Since Last Report)

 
 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

  

 
☐Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12).

 
  

 
☐Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 
  

 
☐Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class
  
 Trading
 symbol(s)
  
 Name
 of each exchange on which registered

 
 Common
 Stock, Par Value $0.01 Per Share
  
 LUCD
  
 The
 Nasdaq Stock Market LLC

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item
 5.03.Amendments
 to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The
information disclosed under Item 5.07 is incorporated herein by reference.

 

Item
 5.07.Submission
 of Matters to a Vote of Security Holders.

 

On
June 24, 2026, Lucid Diagnostics Inc. (the “Company”) held an annual meeting of stockholders (the “Annual
Meeting”). Stockholders representing approximately 84.7% of the shares outstanding and entitled to vote were present in person
or by proxy. At the Annual Meeting, the stockholders elected each of management’s nominees for director and approved each of the
other matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are
set forth below.

 

1.
The election of three members of the Company’s board of directors as Class B directors, to hold office until the third
succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three
classes, Class A, Class B and Class C. As of the Annual Meeting, there were two directors in Class A, Stanley N. Lapidus and Jacque
J. Sokolov, M.D., whose terms expire at the 2028 annual meeting of stockholders, three directors in Class B, James L. Cox, M.D.,
John R. Palumbo and Ronald M. Sparks, whose terms expired at the Annual Meeting, and three directors in Class C, Lishan Aklog, M.D.,
Dennis A. Matheis and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders. The board nominated Dr. Cox,
Mr. Palumbo and Mr. Sparks 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

 
 James
 L. Cox, M.D.
  
 97,413,460
  
 21,957,997
  
 46,065,680

 
 John
 R. Palumbo
  
 99,146,219
  
 20,225,238
  
 46,065,680

 
 Ronald
 M. Sparks
  
 97,277,136
  
 22,094,321
  
 46,065,680

 
 

2.
A proposal to approve an amendment (the “Amendment”) to the Company’s certificate of incorporation, as
amended (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 300,000,000 shares to 400,000,000 shares. The amendment was approved, as
follows:

 

 
 For
  
 Against
  
 Abstain
  
 Broker
 Non-Votes

 
 152,941,468
  
 12,113,250
  
 382,419
  
 —

 
 

A
fuller description of the Amendment is set forth beginning on page 7 of the Definitive Proxy Statement on Schedule 14A, filed by the
Company on April 30, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
The description of the amendment from the Definitive Proxy Statement does not purport to be complete and is qualified in its entirety
by reference to the full text of the amendment, which is included as Annex A to the Definitive Proxy Statement and is incorporated herein
by reference.

 

A
certificate of amendment reflecting the Amendment was filed with the Delaware Secretary of State on June 24, 2026 and became effective
on such date.

 

3.
A proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered certified public accounting
firm for the year ending December 31, 2025. The ratification of the appointment of CBIZ CPAs P.C. was approved, as
follows:

 

 
 For
  
 Against
  
 Abstain
  
 Broker
 Non-Votes

 
 161,813,118
  
 2,425,251
  
 1,198,768
  
 —

 
 

Item
 9.01.Financial
 Statements and Exhibits.

 

(d)
Exhibits:

 

 
 Exhibit
 No.
  
 Description

 
 3.1
  
 Certificate of Amendment to Certificate of Incorporation, dated June 24, 2026.

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

 
 

 2

  

 

 

SIGNATURE

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
 Dated:
 June 24, 2026
 LUCID DIAGNOSTICS INC.

 
  
  
  

 
  
 By:
 /s/
 Dennis McGrath

 
  
  
 Dennis
 McGrath

 
  
  
 Chief
 Financial Officer

 
 

 3