SecProbe.io

CORRESP
 1
 filename1.htm

 Lucid
Diagnostics Inc.

 360
Madison Avenue, 25 th Floor

 New
York, New York 10017

 (917)
813-1828

 May
27, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 Securities
and Exchange Commission

 100
F St. N.E.

 Washington,
D.C. 20549

 Attention:
Juan Grana

 Re:

 Lucid
 Diagnostics Inc.

 Registration
 Statement on Form S-3

 Originally
 Filed May 22, 2025

 File
 No. 333-287496

 Ladies
and Gentlemen:

 Lucid
Diagnostics Inc. (the " Company ") hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 9:30 a.m., Friday, May 30, 2025, or as soon thereafter as practicable.

 Very truly yours,

 LUCID DIAGNOSTICS INC.

 By:
 /s/
 Lishan Aklog, M.D.

 Name:

 Lishan
 Aklog, M.D.

 Title:

 Chairman
 and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

Lishan Aklog, M.D.
Chief Executive Officer
Lucid Diagnostics Inc.
360 Madison Avenue, 25th Floor
New York, NY 10017

 Re: Lucid Diagnostics Inc.
 Registration Statement on Form S-3
 Filed May 22, 2025
 File No. 333-287496
Dear Lishan Aklog M.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Eric Schwartz, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Lucid
Diagnostics Inc.

360
Madison Avenue, 25th Floor

New
York, New York 10017

 (917)
813-1828

July
15, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F St. N.E.

Washington,
D.C. 20549

Attention:
Conlon Danberg

    Re:

    Lucid
    Diagnostics Inc.

    Registration
    Statement on Form S-3

    Originally
    Filed July 1, 2024

    File
    No. 333-280650

Ladies
and Gentlemen:

Lucid
Diagnostics Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 9:30 a.m., Thursday, July 18, 2024, or as soon thereafter as practicable.

    Very
    truly yours,

    LUCID
    DIAGNOSTICS INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

July 8, 2024
Lishan Aklog, M.D.
Chairman and Chief Executive Officer
Lucid Diagnostics Inc.
360 Madison Avenue, 25th Floor
New York, New York 10017
Re:Lucid Diagnostics Inc.
Registration Statement on Form S-3
Filed July 1, 2024
File No. 333-280650
Dear Lishan Aklog, M.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Eric Schwartz, Esq.

CORRESP
1
filename1.htm

Lucid
Diagnostics Inc.

360
Madison Avenue, 25th Floor

New
York, New York 10017

212-949-4319

May
26, 2023

VIA
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jessica Ansart

    Re:

    Lucid
    Diagnostics Inc.

    Registration
    Statement on Form S-3

    Filed
    May 23, 2023

    File
    No. 333-272132

Ladies
and Gentlemen:

Lucid
Diagnostics Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 9:30 a.m., Thursday, June 1, 2023, or as soon thereafter as practicable.

    Very
    truly yours,

    LUCID
    DIAGNOSTICS INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:

    Lishan
    Aklog, M.D.

    Title:

    Chairman
    and Chief Executive Officer

United States securities and exchange commission logo
May 26, 2023
Lishan Aklog
Chairman and Chief Executive Officer
Lucid Diagnostics Inc.
360 Madison Avenue, 25th Floor
New York, New York 10017
Re:Lucid Diagnostics Inc.
Registration Statement on Form S-3
Filed May 23, 2023
File No. 333-272132
Dear Lishan Aklog:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eric Schwartz

CORRESP
1
filename1.htm

Lucid
Diagnostics Inc.

One
Grand Central Place, Suite 4600

New
York, New York 10165

212-949-4319

December
1, 2022

VIA
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Sean Healy

    Re:

    Lucid
    Diagnostics Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-268560

Ladies
and Gentlemen:

Lucid
Diagnostics Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 9:30 a.m., Tuesday, December 6, 2022, or as soon thereafter as practicable.

    Very
    truly yours,

    LUCID
    DIAGNOSTICS INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

United States securities and exchange commission logo
December 1, 2022
Lishan Aklog
Chief Executive Officer
Lucid Diagnostics Inc.
One Grand Central Place, Suite 4600
New York, NY 10165
Re:Lucid Diagnostics Inc.
Registration Statement on Form S-3
Filed November 25, 2022
File No. 333-268560
Dear Lishan Aklog:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sean Healy at (202) 551-5586 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eric Schwartz, Esq.

CORRESP
1
filename1.htm

Lucid
Diagnostics Inc.

One
Grand Central Place, Suite 4600

New
York, New York 10165

212-949-4319

July
20, 2022

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Joseph McCann

    Re:

    Lucid
    Diagnostics Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-265662

Ladies
and Gentlemen:

Lucid
Diagnostics Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:30 p.m., Thursday, July 21, 2022, or as soon thereafter as practicable.

    Very
    truly yours,

    LUCID
    DIAGNOSTICS INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
Aklog, M.D.

    Title:
    Chairman
and Chief Executive Officer

United States securities and exchange commission logo
June 23, 2022
Lishan Aklog
Chairman and Chief Executive Officer
Lucid Diagnostics Inc.
One Grand Central Place,
Suite 4600
New York, New York 10165
Re:Lucid Diagnostics Inc.
Registration Statement on Form S-1
Filed June 17, 2022
File No. 333-265662
Dear Dr. Aklog:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gary Guttenberg at (202) 551-6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Schwartz

CORRESP
1
filename1.htm

October
12, 2021

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Laura Crotty

    Re:
    Lucid
    Diagnostics Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-259721

    Requested
    Date: Wednesday, October 13, 2021

    Requested
    Time: 4:00 p.m. Eastern Time

Ladies
and Gentlemen:

On
behalf of the several underwriters of the Company’s proposed public offering, and pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), we hereby join the Company’s request that the effective date of the above-referenced
Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern
Time, on October 13, 2021, or as soon as practicable thereafter.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that there
will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security,
as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure the adequate distribution of the
preliminary prospectus.

Each
of the undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

[Remainder
of Page Intentionally Left Blank]

    Very
    truly yours,

    As
    representatives of the several underwriters

    CANTOR
    FITZGERALD & CO.

    By:
    /s/ Sage Kelly

    Name:
    Sage
    Kelly

    Title:
    Global
    Head of Investment Banking

    CANACCORD
    GENUITY LLC

    By:
    /s/ Jennifer
    Pardi

    Name:
    Jennifer
    Pardi

    Title:
    Managing
    Director

[Signature
Page to Acceleration Request (Underwriters)]

CORRESP
1
filename1.htm

Lucid
Diagnostics Inc.

One
Grand Central Place, Suite 4600

New
York, New York 10165

212-949-4319

  October
  8, 2021

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Laura Crotty

 Re: Lucid
                                            Diagnostics Inc.

    Registration
Statement on Form S-1

    File
No. 333-259721

Ladies
and Gentlemen:

Lucid
Diagnostics Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:00 p.m., Wednesday, October 13, 2021, or as soon thereafter as practicable.

The
Company hereby authorizes Eric Schwartz, an attorney with the Company’s outside legal counsel, Graubard Miller, to orally modify
or withdraw this request for acceleration.

    Very truly yours,

    LUCID DIAGNOSTICS INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman

CORRESP
1
filename1.htm

    FACSIMILE
    DIRECT
    DIAL NUMBER

(212)
818-8602

Email
Address

eschwartz@graubard.com

***FOIA
Confidential Treatment Request***

Confidential
Treatment Requested by Lucid Diagnostics Inc.

in
connection with its Registration Statement on Form S-1 (File No. 333-259721)

     October
6, 2021

Division
of Corporation Finance

Office
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Lucid
    Diagnostics Inc.

    Registration
    Statement on Form S-1

    Filed
    September 22, 2021

    File
    No. 333-259721

Ladies
and Gentlemen:

On
behalf of our client, Lucid Diagnostics, Inc. (the “Company”), we hereby submit this letter to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”). The purpose of this letter is to provide additional
information in connection with our response to comment number 8 from the Staff’s letter dated August 6, 2021 (the “Comment
Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).

Because
of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request
for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and
Requests, 17 C.F.R. §200.83. A redacted letter has been filed on EDGAR, omitting the confidential information contained in the letter.

For
the convenience of the Staff, we are providing to the Staff copies of this letter by electronic delivery. In this letter, we have recited
below the prior comment number 8 from the Staff, with the Company’s response following immediately thereafter.

    8.
    We
    note your response to comment 6 and that on page F-14 you have granted 1 million restricted shares during the three months ended
    March 31, 2021 and 65,000 restricted shares subsequent to March 31, 2021. Please provide an updated analysis between the recent valuations
    of your common stock leading up to the IPO and the estimated offering price that addresses the beneficial conversion feature of the
    notes, any stock options issued during six months prior to the offering and these restricted shares. This information will help facilitate
    our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

Certain
confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant
to 17 C.F.R. §200.83.

FOIA
Confidential Treatment Request

Pursuant
To Rule 83 by Lucid Diagnostics Inc.

Securities
and Exchange Commission

October
6, 2021

Page
2

IPO
Price Range

The
Company advises the Staff that it currently anticipates that the price range for the initial public offering (“IPO”)
will be within the range of [***] to [***] per share (the “Preliminary Price Range”) with a mid-point price per share
of [***], before giving effect to a stock split that the Company plans to implement prior to effectiveness of the Registration Statement
(the “Stock Split”).

The
actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation
regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors
outside of the Company’s control. However, the Company believes that the Preliminary Price Range set forth above will not be subject
to significant change.

Historical
Fair Value Determination and Methodology

As
part of the above fair value determinations, for each grant date, the Board obtained and considered valuation reports prepared by a third-party
valuation firm in accordance with the guidance outlined in the American Institute of Certified Public Accountants Technical Practice
Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation.

The
estimated fair value of the restricted stock awards granted under the 2018 Equity Plan, as discussed below, was determined using a probability-weighted
average expected return methodology (“PWERM”), which involves the determination of equity value under various exit
scenarios and an estimation of the return to the common stockholders under each scenario. In this regard, the Company common stock grant-date
estimated fair value was based upon an analysis of future values, assuming various outcomes, based upon the probability-weighted present
value of expected future investment returns, considering each of the possible future outcomes available to the Company.

The
PWERM principally involved (i) the identification of scenarios and related probabilities; (ii) determine the equity value under each
scenario; and (iii) determine the common stock shareholders’ return in each scenario. The two scenarios identified were an initial
public offering of the Company’s common stock (“IPO scenario”) and continuing as a private company (“stay
private scenario”). With respect to the IPO scenario, the valuation of the Company’s common stock was computed using
assumptions, including estimated dates of the initial public offering, to calculate an estimated pre-money valuation. With respect to
the stay private scenario, an income approach was used, wherein a risk-adjusted discount rate is applied to projected future cash flows.
A relative weighting of 75% was applied to the IPO scenario and 25% was assigned to the stay private scenario.

Certain
confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant
to 17 C.F.R. §200.83.

FOIA
Confidential Treatment Request

Pursuant
To Rule 83 by Lucid Diagnostics Inc.

Securities
and Exchange Commission

October
6, 2021

Page
3

Equity
Issuances

As
of June 30, 2021, a total of 1,105,000 shares of restricted stock were granted under the Lucid Diagnostics Inc. 2018 Long-Term Incentive
Equity Plan (the “2018 Equity Plan”), with all of the restricted stock awards having been granted during the six months
ended June 30, 2021 and no other equity awards granted during such six-month period, as follows:

    Grant
    Date
    Number
    of Shares Underyling Restricted Stock Awards
    Estimated
    Fair Value Per Share For Financial Reporting Purposes

    March 2021
      1,040,000
    $ 18.20

    April 2021
      65,000
    $ 18.50

A
total of 1,040,000 restricted stock awards were granted under the 2018 Equity Plan in March 2021 to certain employees of PAVmed, to a
member of the board of directors of the Company (who is also a member of the board of directors of PAVmed), and to the three physician
inventors of the intellectual property licensed under the patent license agreement with Case Western Reserve University. The restricted
stock awards have a single vesting date of March 1, 2023, and an aggregate grant date fair value of approximately $18.9 million, determined
as discussed above. This reflects price per share of $18.20 determined by way of a 75% weight for an estimated IPO scenario price of
[***] per share and a weight of 25% for a stay private scenario price of [***] per share. The [***] per share estimated IPO scenario
price is [***] the estimated midpoint of the Preliminary Price Range. The aggregate estimated fair value is being recognized as stock-based
compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period, with the
full amount classified in general and administrative expense in the unaudited condensed statement of operations as of and for the six
months ended June 30, 2021. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

A
total of 65,000 restricted stock awards were granted under the 2018 Equity Plan in April 2021 to an employee of PAVmed Inc. and to a
member of the board of directors of the Company. The restricted stock awards have a single vesting date in April 2023, and an aggregate
grant date fair value of approximately $1.2 million, determined as discussed above. This reflects
a price per share of $18.50 determined by way of a 75% weight for an estimated IPO scenario price of [***] per
share and a weight of 25% for a stay private scenario price of [***] per share. The [***]
per share estimated IPO scenario price is [***] the
estimated midpoint of the Preliminary Price Range. The aggregate estimated fair value is being recognized as stock-based compensation
expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period, with approximately $1.1
million classified in general and administrative expense and $0.1 million classified in research and development expense in the unaudited
condensed statement of operations as of and for the six months ended June 30, 2021. The restricted stock awards are subject to forfeiture
if the requisite service period is not completed.

Certain
confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant
to 17 C.F.R. §200.83.

FOIA
Confidential Treatment Request

Pursuant
To Rule 83 by Lucid Diagnostics Inc.

Securities
and Exchange Commission

October
6, 2021

Page
4

The
restricted stock awards granted under the 2018 Equity Plan are discussed in further detail in the Company’s unaudited condensed
financial statements as of and for the six months ended June 30, 2021 and 2020, in Note 9, Stock-Based Compensation.

Comparison
to Preliminary Price Range

Based
upon the Preliminary Price Range, the midpoint of the price range for the IPO will exceed the fair values used for financial reporting
purposes in connection with the restricted stock awards.

The
determination of the Preliminary Price Range was not based on a formal determination of fair value, but rather was based on discussions
between the Company and the representatives of the underwriters. In setting the Preliminary Price Range, the Company and the representatives
considered various factors, including, but not limited to, current securities market conditions, business, market and other developments
affecting the Company and the industry in which it participates, and the market for PAVmed’s common stock.

The
Company believes that the difference between the estimated fair value of its common stock for financial reporting purposes and the midpoint
of the Preliminary Price Range is the result of the following factors:

    ●
    Stock
    Market Conditions. The expected offering price will take into consideration the valuation and performance of companies that the
    underwriters believe will be comparable to the Company, as well as the recent performance of successful initial public offerings
    outside of the Company’s line of business.

    ●
    Probability
    of an IPO and Substantially Enhanced Liquidity and Marketability of the Company’s Common Stock. The prior valuations reflected
    the illiquidity of the Company’s common stock at the time, as well as the uncertainty of an initial public offering. The expected
    offering price, on the other hand, represents the estimated fair value of freely tradable unrestricted common stock that will be
    sold in the public markets without discounts for illiquidity and lack of marketability. Notwithstanding the uncertainty of an initial
    public offering, in determining the fair value for financial reporting purposes, management employed a high probability (75%) for
    the IPO scenario, while using a low probability (25%) for the stay private scenario. Furthermore, the valuation used for the IPO
    scenario was [***] the midpoint of the Preliminary Price Range.

    ●
    Enhanced
    Balance Sheet and Financial Resources. The expected offering price assumes a successful offering which provides the Company with
    proceeds that (a) substantially strengthen the Company’s balance sheet as a result of increased cash and access to public company
    debt and equity markets and (b) increase the probability that the Company will be successful in its product development initiatives.

Certain
confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant
to 17 C.F.R. §200.83.

FOIA
Confidential Treatment Request

Pursuant
To Rule 83 by Lucid Diagnostics Inc.

Securities
and Exchange Commission

October
6, 2021

Page
5

    ●
    Product
    Development Milestones. Upon acquiring the product license, the Company developed a strategic plan for regulatory approvals and
    commercial launch of initially laboratory developed test (LDT) and longer-term plan to receive PMA approval from the FDA for EsoGuard
    and EsoCheck as an IVD device via clinical trials. Since that time, the Company has advanced the strategic plan and has initiated
    the product launch, expanded the product pipeline, and commenced a clinical trial to pursue an FDA approval for a medical device.
    Many significant business milestones were achieved after the issuance of the restricted stock awards:

    ○
    In
    May 2021, EsoCheck received CE Mark certification in Europe.

    ○
    In
    July 2021, the Company entered into an agreement with UpScript, LLC to develop and operate a web-based platform for telemedicine
    consultations.

    ○
    In
    July 2021, the Company entered into an agreement to transfer the EsoCheck manufacturing to high-volume manufacturer Coastline International
    Inc.

    ○
    In
    August 2021, the Company began testing patients referred by primary care physicians at three Lucid Test Centers.

Conclusion

In
calculating the fair value for financial reporting purposes in connection with the restricted stock awards, management assumed a high
probability (75%) of an initial public offering and used an estimated price per share for the IPO scenario that was [***] the estimated
midpoint of the Preliminary Price Range. The price per share for the stay private scenario was determined using accepted valuation methodologies
and assumptions that were reasonable at the time.

Based
on the above analysis, the Company respectfully submits to the Staff that the determination of the fair value of its common stock described
above was in accordance with ASC Topic 718 and consistent with the AICPA Practice Guide, and that the fair values used for financial
reporting purposes were reasonable and appropriate.

Inapplicability
of Beneficial Conversion Feature Model

As
discussed in the Registration Statement and in our prior letter to the Staff dated September 3, 2021 (the “Prior Letter”),
the Company has issued to PAVmed Inc. (“PAVmed”), its parent, a Senior Unsecured Promissory Note, dated June 1, 2021,
with a face value principal of $22.4 million, an annual interest rate of 7.875%, and a maturity date of May 18, 2028 (the “Convertible
Note”). The Convertible Note replaced the $22.4 million aggregate amount of the “Due To: PAVmed Inc.” payment obligations
outstanding and payable as of June 1, 2021. The Convertible Note provides for the partial or full repayment of the face value principal
and accrued but not paid interest thereon by the issue of shares of the Company’s common stock, at a conversion price of $2.00
per share, with such conversion at the election of PAVmed. It is expected PAVmed will convert the principal and unpaid interest expense
into shares of the Company’s common stock prior to the consummation of the IPO. As discussed in the Prior Letter, the Company believes
the conversion price is materially consistent with the fair value of the Company’s common stock in light of the overall timing
of the advances and other payments by PAVmed and the actions by the Company’s board of directors with respect to establishing the
conversion price and issuing the Convertible Note.

Certain
con

CORRESP
1
filename1.htm

September
22, 2021

Division
of Corporation Finance

Office
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

 Re: Lucid
                                            Diagnostics Inc.

Amendment
No. 2 to

Draft
Registration Statement on Form S-1

Submitted
September 3, 2021

CIK
No. 0001799011

Ladies
and Gentlemen:

On
behalf of Lucid Diagnostics Inc. (the “Company”), we hereby respond as follows to the comment letter from the
staff of the Securities and Exchange Commission (the “Staff”) dated September 15, 2021, relating to the
above-referenced Amendment No. 2 to the Draft Registration Statement on Form S-1 (the “Draft Registration
Statement”).

Concurrently with the
submission of this letter, the Company is publicly filing a revised version of the Registration Statement on Form S-1 (the “Registration
Statement”). Captions and page references herein
correspond to those set forth in the Registration Statement as publicly filed. We are also delivering to Ms. Laura Crotty of your
office a courtesy copy of the Registration Statement that has been marked to show the changes from Amendment
No. 2 to the Draft Registration Statement.

Capitalized
terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Amendment
No. 2 to Draft Registration Statement on Form S-1 submitted September 3, 2021

Prospectus
Summary

Current
Status of EsoGuard and EsoCheck, page 7

1. We
                                            note your response to our prior comment 2 and the revised disclosure on page 7. Please further
                                            revise your disclosure regarding the Coastline agreement to include the duration of the agreement.

The
Company has revised the disclosure on pages 7 and 86 of the Registration Statement as requested.

Securities
and Exchange Commission

September
22, 2021

Page
2

2. We
                                            note the revisions made in response to our prior comment 3. However, the prospectus still
                                            contains multiple statements characterizing meetings as “successful” and feedback
                                            as “positive”. Please further revise your disclosure to comply with our prior
                                            comment.

The
Company has revised the disclosure on pages 6, 7, 71, 84, 87, 88, 95, 97, 100, 101, 102, 113, 121, 122, 123 and 125 of
the Registration Statement as requested.

Dilution,
page 57

3. We
                                            note your response to comment 6 and that you indicate that pro forma net tangible book value
                                            includes the issuance on June 1, 2021 of the $22.4 million convertible note to PAVmed. However,
                                            the issuance of this $22.4 million convertible note is included within your historical net
                                            book value as of June 30, 2021. Please revise your description of pro forma net tangible
                                            book value as of June 30, 2021 to indicate that it only reflects the conversion of this note
                                            payable. Please note this comment also applies to your second bullet point on page 58 and
                                            your description of your pro forma capitalization as of June 30, 2021.

The
Company has revised the disclosure on pages 57 and 58 of the Registration Statement as requested.

4. Please
                                            revise the table to present your historical net tangible book value prior to your presentation
                                            of pro forma net tangible book value.

The
Company has revised the disclosure on pages 58 of the Registration Statement as requested.

*
* * * * * * * * * * * *

Securities
and Exchange Commission

September
22, 2021

Page
3

If
you have any questions or need any further information, please do not hesitate to contact me at the telephone number or electronic mail
address set forth above.

    Sincerely,

    /s/ Eric T. Schwartz

    Eric
    T. Schwartz

cc. Lishan
                                            Aklog, M.D.

United States securities and exchange commission logo
September 15, 2021
Lishan Aklog, M.D.
Chief Executive Officer
Lucid Diagnostics Inc.
One Grand Central Place
Suite 4600
New York, NY 10165
Re:Lucid Diagnostics Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 3, 2021
CIK No. 0001799011
Dear Dr. Aklog:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted September 3, 2021
Prospectus Summary
Current Status of EsoGuard and EsoCheck, page 7
1.We note your response to our prior comment 2 and the revised disclosure on page 7.
Please further revise your disclosure regarding the Coastline agreement to include the
duration of the agreement.
2.We note the revisions made in response to our prior comment 3. However, the prospectus
still contains multiple statements characterizing meetings as "successful" and feedback
as "positive".  Please further revise your disclosure to comply with our prior comment.

 FirstName LastNameLishan Aklog, M.D.
 Comapany NameLucid Diagnostics Inc.
 September 15, 2021 Page 2
 FirstName LastName
Lishan Aklog, M.D.
Lucid Diagnostics Inc.
September 15, 2021
Page 2
Dilution, page 57
3.We note your response to comment 6 and that you indicate that pro forma net tangible
book value includes the issuance on June 1, 2021 of the $22.4 million convertible note to
PAVmed. However, the issuance of this $22.4 million convertible note is included within
your historical net book value as of June 30, 2021.  Please revise your description of pro
forma net tangible book value as of June 30, 2021 to indicate that it only reflects the
conversion of this note payable. Please note this comment also applies to your second
bullet point on page 58 and your description of your pro forma capitalization as of June
30, 2021.
4.Please revise the table to present your historical net tangible book value prior to your
presentation of pro forma net tangible book value.
            You may contact Tara Harkins at 202-551-3639 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Laura Crotty at 202-551-7614 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric T. Schwartz, Esq.

United States securities and exchange commission logo
August 6, 2021
Lishan Aklog, M.D.
Chief Executive Officer
Lucid Diagnostics Inc.
One Grand Central Place
Suite 4600
New York, NY 10165
Re:Lucid Diagnostics Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 14, 2021
CIK No. 0001799011
Dear Dr. Aklog:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed July 14, 2021
Prospectus Summary
Overview, page 5
1.Please clarify in the Summary the significance of EsoGuard being commercialized as a
Laboratory Developed Test. Your disclosure surrounding such designation should
include a balanced discussion, including the limitations and implications thereof.
Current Status of EsoGuard and EsoCheck, page 7
2.We note your statements on page 7 and elsewhere that in late 2021, you expect to
complete the process of transferring EsoCheck manufacturing to Coastline International

 FirstName LastNameLishan Aklog, M.D.
 Comapany NameLucid Diagnostics Inc.
 August 6, 2021 Page 2
 FirstName LastNameLishan Aklog, M.D.
Lucid Diagnostics Inc.
August 6, 2021
Page 2
Inc., which will increase EsoCheck manufacturing capacity from over ten thousand units
per year to over one million units per year. Please disclose whether or not a written
agreement is in place between the company and Coastline at this time, and if so, discuss
the material terms of such agreement. Please also file the agreement as an exhibit,
pursuant to Item 601(b)(10)(ii)(B) or tell us why such filing is not required. To the extent
the company has not entered into a formal agreement, please qualify your disclosure
accordingly.
3.We note your statements on pages 7 and 86 that you held a "successful" first advisory
board meeting with medical directors of major insurers which "provided positive feedback
and indicated good alignment with [y]our strategic approach", which implies
that coverage will likely be forthcoming. Because this determination is not within the
company's control, please remove or revise these statements and limit the discussion to
factual developments to date.
Summary Financial Data , page 13
4.We note here and on page 58 that your pro forma column gives effect to the conversion of
your $22.4 million payable into a convertible note that will convert into 11.2 million
shares of your common stock.  Please explain to us why the conversion of the $22.4
million payable into a $22.4 million convertible note that converts into 11.2 million shares
upon the offering impacts your historical cash outstanding. Within your discussion, please
explain how you calculated your outstanding pro forma cash to be $4.5 million and
outstanding equity to be $5.4 million. Please note that this comment also applies to your
pro forma net tangible book value presented on page 57.
Use of Proceeds, page 55
5.We note your response to prior comment 5 and your disclosure that you anticipate that the
net proceeds of the offering will be sufficient to fund the specified uses. Please further
revise to separately state the amount allocated to complete your ongoing ESOGUARD
BE-1 and BE-2 clinical trials, the amount allocated to extend your ESOGUARD BE-1
trial to support a dysplasia indication and amount allocated to expand your other clinical
trial activities.
Capitalization , page 58
6.Please explain why you did not include the $17.4 million due to Pavmed, Inc. as of March
31, 2021 within the historical column of this table since this will convert into a convertible
promissory note that ultimately converts into common shares within your pro forma
column of this table.
Management's Discussion and Analysis
Results of Operations, page 61
7.Please clarify the reasons for the increase in research and development expense from the

 FirstName LastNameLishan Aklog, M.D.
 Comapany NameLucid Diagnostics Inc.
 August 6, 2021 Page 3
 FirstName LastName
Lishan Aklog, M.D.
Lucid Diagnostics Inc.
August 6, 2021
Page 3
year ended December 31, 2019 to the year ended December 31, 2020.
Critical Accounting Policies , page 65
8.We note your response to comment 6 and that on page F-14 you have granted 1 million
restricted shares during the three months ended March 31, 2021 and 65,000 restricted
shares subsequent to March 31, 2021.  Please provide an updated analysis between the
recent valuations of your common stock leading up to the IPO and the estimated offering
price that addresses the beneficial conversion feature of the notes, any stock options
issued during six months prior to the offering and these restricted shares . This
information will help facilitate our review of your accounting for equity issuances
including stock compensation and beneficial conversion features.
Index to Financial Statements
Notes to Condensed Financial Statements
Note 3. Agreements Related to Acquired Intellectual Property Rights, page F-8
9.We note your response to comment 11.  As previously requested, please quantify here and
on page F-31 the amounts in which you may be required to pay and the
respective conditions that would require payment of the milestones as well as the
minimum royalty or tell us why additional disclosure is not required.
            You may contact Tara Harkins at 202-551-3639 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Laura Crotty at 202-551-7614 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric T. Schwartz, Esq.

February 18, 2020
Lishan Aklog, M.D.
Chief Executive Officer
Lucid Diagnostics Inc.
One Grand Central Place
Suite 4600
New York, NY 10165
Re:Lucid Diagnostics Inc.
Draft Registration Statement on Form S-1
Submitted January 21, 2020
CIK No. 0001799011
Dear Dr. Aklog:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed on January 21, 2020
Cover Page
1.We note your disclosure that you cannot guarantee that your common stock will be
approved for listing on the Nasdaq Capital Market. Please clarify your disclosure to state
whether the listing of your common stock on the Nasdaq Capital Market is a condition to
this offering.
Summary
Our Business and Lead Products, page 2
2.We note your references to EsoGuard as “accurate” and “highly accurate.” Please place

 FirstName LastNameLishan Aklog, M.D.
 Comapany NameLucid Diagnostics Inc.
 February 18, 2020 Page 2
 FirstName LastNameLishan Aklog, M.D.
Lucid Diagnostics Inc.
February 18, 2020
Page 2
these selective references in appropriate context by briefly discussing the limited data
available to date. Please also revise to explain in what sense the products you license from
Case Western Reserve University (CWRU) are "revolutionary."
License Agreement, page 5
3.Please revise your disclosure to quantify the equity paid to CWRU. Please revise
paragraph two to disclose the royalty rates, including the yearly royalty rate, due to
CWRU in a range not to exceed 10%. Likewise, please revise paragraph two to quantify
the milestone payments due to CWRU. Please also expand your disclosure to state the
expiry dates of the patents related to the termination provisions. Please make
corresponding changes under "License Agreement" at page 55 of your prospectus.
Spin-Off, page 7
4.We note that PAVmed intends to distribute to its shareholders 530,000 of Lucid
Diagnostics by means of a special dividend to its shareholders in connection with the
closing of the Lucid Diagnostics initial public offering. Please tell us whether you plan to
register the spin off or provide us with your analysis supporting your conclusion that you
are not required to do so.
Use of Proceeds, page 7
5.Please revise here, as well as at page 40 under "Use of Proceeds" to clarify whether the net
proceeds of the offering will be sufficient to fund the clinical trials and regulatory
clearance or approval from the FDA. If a material amount of other funds is necessary,
please revise to state the amount necessary and sources of such other funds.
Critical Accounting Policies , page 45
6.We note from pages 6 , F-12 and II-3 that you granted 620,000 stock options during the
nine months ended September 30, 2019, you intend to issue a $5.1 million convertible
promissory note with a conversion price of $2.00 per share, and you intend to enter into a
securities purchase agreement with certain accredited investors for the purchase of
2,000,000 common stock in a private placement at a purchase price of $2.00 per share.
Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.

 FirstName LastNameLishan Aklog, M.D.
 Comapany NameLucid Diagnostics Inc.
 February 18, 2020 Page 3
 FirstName LastNameLishan Aklog, M.D.
Lucid Diagnostics Inc.
February 18, 2020
Page 3
Business
Our Solution, page 48
7.We note your disclosure that the EsoCheck capsule contains a textured balloon that when
inflated inside the esophagus exposes ridges that have been shown to collect a greater
amount of cellular material than predicate devices. Please expand your disclosure to
provide the basis for your claim. In addition, revise your statement on page 50 that “Data
to date suggest that the EsoGuard assay will identify cases along the entire spectrum of
BE disease progression and will do agnostically and with diagnostic equivalence” to
provide appropriate context with reference to the limited data available to date and to
provide the basis for your claim.
Intellectual Property, page 57
8.Please revise to disclose the expiration dates for the patents within your patent portfolio.
Guarantee and Security Pledge Agreement, page 85
9.Please file the Amended Security and Pledge Agreement, as well as the Amended and
Restated Guarantee, as exhibits to your registration statement. Please refer to Item
601(b)(10) of Regulation S-K.
Note 1-The Company and Description of the Business
Management Services Agreement, page F-21
10.Please address the following with respect to your management services agreement:
•You state on page 43 that PAVmed provides management, technical and
administrative services to you, including without limitation services related to
research and development activities, regulatory matters, manufacturing, marketing
and commercialization activities, financial and accounting matters, and legal matters
pursuant to a management services agreement.  We note that agreements with related
parties are by definition not arms length.  Please include a footnote that states
management's estimate of what the expenses would have been if the company had
operated on a stand alone basis.  Refer to Staff Accounting Bulletin 1B.
•You state on page F-10 that you recognized as general and administrative expense
$600,000 and $90,000 in the nine months ended September 30, 2019 and period from
May 8, 2018 to December 31, 2018, in connection with the Master Services
Agreement. Please confirm that none of the expenses relate to other than general and
administrative expenses such as research and development activities which should be
presented outside general and administrative expense in the line items on the
financial statements. Refer to your disclosure on page 43 relating to the services
provided by PAVmed in connection with the management services agreement.
•Clarify if the master services agreement is synonymous with the management
services agreement. If not, please disclose the terms and provisions of the master
services agreement in the filing and include the agreement as an exhibit.

 FirstName LastNameLishan Aklog, M.D.
 Comapany NameLucid Diagnostics Inc.
 February 18, 2020 Page 4
 FirstName LastName
Lishan Aklog, M.D.
Lucid Diagnostics Inc.
February 18, 2020
Page 4
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
11.You state that the CWRU License Agreement provides for potential payments upon the
achievement of certain product development and regulatory clearance milestones.  In
addition, you state that you will be required to pay a minimum annual royalty
commencing the year after the first commercial sale of products.  Please quantify the
amounts in which you may be required to pay and the respective conditions that would
require payment of the milestones as well as the minimum royalty or tell us why
additional disclosure is not required.
General
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Tara Harkins at 202-551-3639 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric T. Schwartz, Esq.