Note 8 — Related Party Transactions

Case Western Reserve University (“CWRU”)

In May 2018, Lucid Diagnostics Inc. issued to CWRU 943,464 shares of its common stock for a purchase price of $0.001 per share. During the years December 31, 2019 and 2018, the Company incurred an aggregate of approximately $275,000 and $294,000 under the EsoGuard License Agreement, inclusive of: approximately $200,000 and $21,000 for reimbursement of fees related to patents, in each of the years ended December 31, 2019 and 2018, respectively; a $75,000 milestone payment in the year ended December 31, 2019 (upon FDA clearance of the EsoCheck™ device in June 2019); and, approximately $273,000 with respect to the EsoGuard™ License Agreement Fee in the year ended December 31, 2018. See Note 7, Agreements Related to Acquired Intellectual Property Rights, for a discussion of the EsoGuard License Agreement;

Consulting Agreements with Inventors EsoGuard Technology

In May 2018, Lucid Diagnostics Inc. issued 289,679 shares of its common stock for a purchase price of $0.001 per share to each of the three individuals. Additionally, each of the three individuals entered into consulting agreements with the Company to support the continued development of the technologies with respect to the EsoGuard™ License Agreement. In addition to cash compensation based on a contractual rate per hour, additional compensation under each such consulting agreement included the grant of stock options to each individual under each of the PAVmed Inc 2014 Long-Term Incentive Equity Plan and the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. The Company recognized as research and development expense in the aggregate of: approximately $110,000 and $41,000 related to such consulting agreements; and approximately $57,000 and $47,000 of stock based compensation expense related to the stock options, in each of the years ended December 31, 2019 and 2018, respectively.

See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants - Noncontrolling Interests, for a discussion of the issue of common stock of Lucid Diagnostics Inc. to each of CWRU and the three physician inventors of the EsoGuard Technology; Note 7, Agreements Related to Acquired Intellectual Property Rights, for a discussion of the EsoGuard License Agreement; and, Note 10, Stock-Based Compensation, for information regarding each of the “PAVmed Inc. 2014 Long-Term Incentive Equity Plan” and the separate “Lucid Diagnostics Inc 2018 Long-Term Incentive Equity Plan”, with respect to the stock options granted as discussed above.

Management Services Agreement

Previously, in the prior year 2018, the Company had a management services agreement, with HCP/Advisors LLC, an affiliate of a former director of the Company, that expired on October 31, 2018 and was not renewed by the Company. The Company incurred an expense of $225,000 during 2018, with such fees included in “general and administrative expenses” in the accompanying consolidated statements of operations.