July 13, 2021

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of Lucid Diagnostics Inc. (the “Company”), we hereby respond as follows to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February 18, 2020, relating to the above-referenced draft Registration Statement on Form S-1 (the “Registration Statement”).

For the Staff’s convenience, we have recited each of the comments in the Staff’s letter below in bold and italics and set forth the Company’s response in regular font immediately thereafter. Captions and page references herein correspond to the revised draft Registration Statement being submitted concurrently with this letter. Capitalized terms used but not defined herein have the meanings ascribed to them in the revised draft Registration Statement.

Draft Registration Statement on Form S-1 filed on January 21, 2020

Cover Page

The Company has revised the disclosure on the cover page and on pages 50, 140 and 143 of the Registration Statement, as requested, to clarify that the listing of the Company’s common stock on Nasdaq is a condition to the offering.

Securities and Exchange Commission

July 13, 2021

Page 2

Summary

Our Business and Lead Products, page 2

With respect to the statement that EsoGuard is “highly accurate,” the Company has revised the Registration Statement, as requested. In lieu of describing EsoGuard as highly accurate in the prospectus summary, the Company has included quantitative disclosure regarding the sensitivity of the test and described the limitations of the published study from which the sensitivity figure was derived. Please refer to page 7 of the Registration Statement. While the Company continues to describe EsoGuard as “highly accurate” on pages 71, 90 and 98 of the Registration Statement, based on the revised disclosure described above, which appears along with additional detail on pages 70 to 71 of the Registration Statement, the Company believes it has provided appropriate context for this statement.

With respect to the statement that the products based on the technology licensed from CWRU are “revolutionary,” the Company has removed such references from the Registration Statement.

License Agreement, page 5

The Company has revised the disclosure on pages 105 to 106 and 134 of the Registration Statement, as requested, to include the royalty rates, the amount of the milestone payments, and the expiration dates of the patents relating to the termination provisions.

Spin-Off, page 7

We respectfully advise the Staff that PAVmed no longer intends to spin off shares of the Company’s common stock to PAVmed’s stockholders in connection with the Company’s initial public offering, and that the Registration Statement has been revised to remove all references to the spin off. Accordingly, we respectfully submit that this comment is no longer applicable. 

Securities and Exchange Commission

July 13, 2021

Page 3

Use of Proceeds, page 7

The Company has revised the disclosure on pages 12 and 56 of the Registration Statement, as requested, to clarify that the net proceeds of the initial public offering are expected to be sufficient to fund the uses described under “Use of Proceeds,” including the clinical trials and regulatory clearance of EsoGuard and EsoCheck as an IVD.

Critical Accounting Policies, page 45

We respectfully advise the Staff that the Company no longer intends to complete a private placement with accredited investors prior to the initial public offering, and the Registration Statement has been revised to remove all references to the private placement. Accordingly, we respectfully submit that this comment, as it relates to the private placement, is no longer applicable. The Company’s response to this comment, as it relates to the stock options and convertible promissory note referenced above, is set forth below.

Securities and Exchange Commission

July 13, 2021

Page 4

Stock Option Pricing

Between February 2019 and August 2019, the Company issued 620,000 stock options with a weighted average exercise price of $1.02 per share. Of such stock options, 600,000 had an exercise price of $1.00 per share and 20,000 had an exercise price of $1.50 per share. The board of directors of the Company considered many factors to establish the exercise price for these stock options, including the following:

Securities and Exchange Commission

July 13, 2021

Page 5

Accounting Fair Value Determination

As stated in the Registration Statement, stock options granted to employees are based upon the fair value of the award and are measured on the grant date. For non-employees, the fair value of the award is re-measured on vesting dates and interim reporting dates until the service period is completed. The fair value is then recognized over the period which services are required which generally corresponds to the vesting dates. The Company’s board of directors intended that all options be granted at an exercise price per share not less than the fair market value of the common stock on the date of grant. Given the absence of an active trading market for the Company’s common stock, determining the fair value required the Company’s board of directors to make complex and subjective judgements. As stated above, the Company’s board of directors considered many factors in determining exercise prices that were used in granting the stock options since the inception of the Company.

At each stock option grant date for employees and each vesting date for non-employees, the Company engaged an independent third-party valuation specialist to determine the fair value of the Company’s common stock at such time. The valuations were prepared in accordance with the guideline outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The price per share common stock of the Company used in the computation of estimated fair value of stock options granted under the Company’s 2018 Long-Term Incentive Equity Plan was estimated using a discounted cash flow method applied to a multi-year forecast of future cash flows of the Company. For each valuation prepared in accordance with the aforementioned methodology and time frame, the fair value of the company stock was less than the exercise price ascribed to each stock option grant, with Company stock per share fair value amounts ranging between $0.44 and $0.90 during this time.

Securities and Exchange Commission

July 13, 2021

Page 6

The Company used the Black-Scholes valuation model to estimate the fair value of stock options granted under the Company’s 2018 Long-Term Incentive Equity Plan which required the Company to make certain estimates and assumptions, with the weighted-average valuation assumptions for stock-based awards, as follows:

Convertible Promissory Note Pricing

Since the initial submission of the Registration Statement, PAVmed has continued to fund the operations of the Company through working capital cash advances. In September 2019, when the Company’s board of directors originally contemplated the conversion of amounts owed to PAVmed into equity in connection with an initial public offering, the board authorized the Company to issue to PAVmed a convertible promissory note representing outstanding amounts owed by the Company to PAVmed for working capital advances and amounts due under the Management Services Agreement (the “MSA”), with a conversion price of $1.50 per share. In February 2020, when the Company’s board of directors again considered this matter, it authorized the issuance of a convertible promissory note with a conversion price of $2.00 per share, with the higher conversion price reflecting the revised terms of the previously contemplated private placement that had been expected to take place prior to the initial public offering.

As of June 1, 2021, the Company owed PAVmed approximately $22.4 million related to working capital cash advances and earned, but unpaid, fees incurred under the MSA. On June 1, 2021, in keeping with the prior authorizations of the Company’s board of directors, as confirmed by the board in March 2021, the Company issued to PAVmed a Senior Unsecured Promissory Note (the “Promissory Note”) with a face value principal of $22.4 million, an annual interest rate of 7.875%, and maturity date of May 18, 2028. The Promissory Note provides for the partial or full repayment of the face value principal and accrued but unpaid interest thereon by the conversion of such amounts into shares of the Company’s common stock, at a conversion price of $2.00 per share of such common stock, with such conversion at the election of PAVmed. Upon the completion of this offering, PAVmed intends to immediately convert the Promissory Note into the Company’s common stock as provided in the Promissory Note. The Company has revised the Registration Statement throughout to reflect that the issuance of the Promissory Note in exchange for cancellation of the working capital cash advances and, where applicable, to reflect its expected conversion into shares of the Company’s common stock.

Securities and Exchange Commission

July 13, 2021

Page 7

In establishing the conversion price for the Promissory Note, the Company’s board of directors considered multiple factors, including the following:

Comparison to Offering Price Range

Based upon preliminary discussions with the lead underwriters, the Company expects offering price per share in the initial public offering will exceed the exercise price of the aforementioned options and the conversion price of the Promissory Note. The determination of the offering price will be subject to various factors, including, but not limited to, then-current market conditions and subsequent business, market and other developments affecting the Company and its markets.

Securities and Exchange Commission

July 13, 2021

Page 8

The Company believes that the difference between the historical fair value of its common stock and the expected offering price is the result of the following factors:

Securities and Exchange Commission

July 13, 2021

Page 9

Conclusion

In light of the foregoing, the Company believes that the actions of the Company’s board of directors to estimate the fair value of its common stock complied with the requirements of Financial Accounting Standards Board’s Accounting Standards, the AICPA accounting and valuation guide and the Internal Revenue Code of 1986, as amended.

Business

Our Solution, page 48

The Company has revised the disclosure in the Registration Statement, as requested, to disclose the basis for, and provide appropriate context for, the claim that EsoCheck collects a greater amount of cellular material than predicate devices. Specifically, on pages 74 to 75 of the Registration Statement, the Company describes the results of a study comparing the EsoCheck device with the Hobbs Medical Cytology Brush, including the size of the study and a summary of the procedures employed.

Securities and Exchange Commission

July 13, 2021

Page 10

The Company also has clarified the disclosure in the Registration Statement, as requested, to provide the basis and appropriate context for the claim that EsoGuard is highly accurate at identifying cases along the entire spectrum of BE disease progression (the Company has eliminated the statement that EsoGuard identifies cases “agnostically and with diagnostic equivalence”). In support of the revised claim, the Company describes a published study (the same published study referenced in response to Comment 2 above), including certain limitations of the study, that demonstrated that EsoGuard displays high sensitivity for detection of each stage of the disease spectrum. The Company has clarified the disclosure on pages 70 to 71 of the Registration Statement, as requested, to reflect the foregoing.

Intellectual Property, page 57

The Company has revised the disclosure on pages 99 to 104 of the Registration Statement, as requested.

Guarantee and Security Pledge Agreement, page 85

We respectfully advise the Staff that the Amended and Restated Security and Pledge Agreement and the Amended and Restated Guarantee have both been terminated. Accordingly, we respectfully submit that the agreements are no longer required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

Note 1 - The Company and Description of the Business

Management Services Agreement, page F-21

Securities and Exchange Commission

July 13, 2021

Page 11

With respect to the first bullet point of this comment, the contractual amounts are derived from a process of making a reasonable good faith estimate of PAVmed staff time dedicated to the Company’s activities and applying that percentage of time against the incurred fully burdened compensation and related costs of such employees. The amounts have increased as more PAVmed employees have been hired and are working on Lucid matters, principally with respect to the efforts expended on the Company’s regulatory, reimbursement, and commercialization efforts. We believe the methodology used to calculate the MSA fee is reasonable. We note, in this regard, the Company’s board of directors includes a designee of CWRU, who would be considered independent and disinterested with respect to the transaction between the Company and PAVmed, and who voted to approve the MSA. As such, while the entry into, and amendment of, the MSA is a related party transaction, it has been subject to third party review and approval.

Pursuant to Staff Accounting Bulletin 1B, the Staff has required footnote disclosure, when practicable, of management’s estimate of what the expenses would have been on a stand alone basis. In the instant case, the Company believes it is impracticable to determine what such expenses would have been. As described above, the Company shares resources with its parent, PAVmed. PAVmed’s employees did not separately track the time spent by them on PAVmed’s and the Company’s activities. Accordingly, there are no records capable of being audited that could be used to prepare estimates of the time spent by PAVmed’s employees on the Company’s business. Furthermore, without the ability to rely upon the MSA, the Company’s personnel requirements may have been staffed in a different manner, particularly in those circumstances where a part-time staffing requirement of the Company was satisfied through the shared use of a full-time salaried employee of PAVmed. The Company, if operated on a stand alone basis, may have used entirely consultants, entirely dedicated staff, or some combination thereof, and there is no practicable way to determine what the allocation would have been. In addition, the salaries of the employees performing various functions may have differed, as certain of the PAVmed staff who performed such functions had multiple responsibilities, some of which were completely unrelated to the Company’s business. Due to these factors, it would place an undue burden on the Company to prepare estimated expenses for the Company on a stand-alone basis, especially in light of the fact that the MSA was approved by a disinterested director.

Securities and Exchange Commission

July 13, 2021

Page 12

The Company has revised the Registration Statement to add disclosure relating to the Company’s method of determining the fees under the management services agreement and to state that it is impracticable to obtain an estimate of the expenses that would have been incurred if the Company was operated on a stand-alone basis.

With respect to the second bullet point of this comment, from commencement of operations on May 12, 2018 through December 31, 2018, the principal activities of the Company were executive management efforts to assess and analyze the development of a business case with respect to the commercialization opportunities of the licensed novel complex proprietary intellectual property; determining a commercial launch plan; and establishing a longer-term regulatory and insurance reimbursement strategy. Consequently, for the period beginning at inception of company operations and through December 31, 2018, the MSA fee was recognized as general and administrative expense in the Company’s stand-alone legal entity financial statements.

During 2019, the principal activity of the Company was to execute the strategy developed in 2018. This included expanding PAVmed’s personnel devoted to the effort and resulted in subsequent amendments to the MSA for activities that are reflective of product development and clinical costs. The Company has evaluated the activities of the various personnel delivering services to the Company under the MSA to reasonably allocate the costs incurred to either (a) general administrative or (b) clinical and research. The audited financial statements for the years ended December 31, 2020 and 2019 and the unaudited financial statements for the three months ended March 31, 2021 appropriately reflect and disclose the respective costs.

With respect to the third bullet point of this comment, the “Master Service Agreement” referenced in the Registration Statement is synonymous with MSA. The Company has revised the Registration Statement to replace references to the “Master Service Agreement” with references to the actual title of the MSA.

Financial Statements for the period ended December 31, 2018

Note 3- Agreements Related to Acquired Intellectual Property Rights

Patent License Agreement-Case Western Reserve University, page F-28

The Company has revised the disclosure on pages 105 and 134 of the Registration Statement, as requested.

Securities and Exchange Commission

July 13, 2021

Page 13

General

The Company will supplementally provide to the Staff copies of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act.

* * * * * *

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.