UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 26, 2003
iCAD, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-9341 02-0377419
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4 Townsend West, Suite 17, Nashua, New Hampshire 03063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 882-5200
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On November 24, 2003 iCAD, Inc. (the "Company") sold 1,260,000 shares
of its common stock for $5.00 per share in a private placement to institutional
investors. The Company also issued to such investors additional investment
rights to purchase up to an additional 315,000 shares of its common stock at
$5.00 per share. These additional investment rights are exercisable immediately
after the closing date of the private placement and expire thirty trading days
after the date the registration statement referred to below becomes effective.
The net proceeds to the Company for the 1,260,000 shares sold were approximately
$5.9 million. Ladenburg Thalmann & Co. Inc. served as placement agent for the
transaction for which it received compensation, including a five-year warrant to
purchase 67,200 shares of Company's common stock at $5.00 per share.
Under a securities purchase agreement dated November 24, 2003, the
Company agreed to register for resale the shares of its common stock sold in the
private placement and the shares issuable upon exercise of the additional
investment rights. Pursuant to that agreement, the Company intends to file with
the Securities and Exchange Commission a registration statement to register for
resale those shares.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) - (b) Not Applicable
(c) Exhibits.
99.1 Securities Purchase Agreement dated November 24, 2003
among the Company and the purchasers named therein
99.2 Form of Additional Investment Right
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SIGNATURES
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 thereunto duly authorized.
iCAD, INC.
(Registrant)
By:/s/ Annette L. Heroux
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Annette L. Heroux
Chief Financial Officer and Controller
Date: November 25, 2003
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EXHIBIT INDEX
99.1 Securities Purchase Agreement dated November 24, 2003 among
the Company and the purchasers named therein
99.2 Form of Additional Investment Right
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