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
20,
2008
|
|
iCAD,
INC.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation)
|
|
1-9341
|
02-0377419
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
98
Spit Brook Road, Suite 100, Nashua, New
Hampshire
|
03062
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
(603)
882-5200
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
|
|
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item
1.01 Entry into a Definitive Material Agreement
Item
3.02 Unregistered Sales of Equity Securities
On
June
20, 2008, iCAD, Inc., a Delaware corporation (“Registrant”), entered into an
Asset Purchase Agreement (the “Purchase Agreement”) between the Registrant and
3TP LLC dba CAD Sciences, a New York limited liability company (the
“Seller”).
Upon
the
closing of the transactions contemplated by the Purchase Agreement (the “Closing
Date”), the Registrant will acquire substantially all of the Seller ’s assets
(the “Assets”). The Purchase Agreement provides for a purchase price for the
Assets of (i) $2,000,000 in cash and (ii) the issuance to the Seller of such
number of restricted shares of the Registrant’s common stock, $0.01 par value
per share (“Common Stock”) as equals $3,000,000 (the “Shares”). The number of
shares of Common Stock to be issued will be calculated by dividing $3,000,000
by
the average
per share closing sale price of the Common Stock reported on the Nasdaq Capital
Market for the 10 consecutive trading days immediately preceding the Closing
Date. The
Purchase Agreement also provides for the assumption of certain liabilities
of
the Seller related to the Assets.
The
Purchase Agreement contains customary representations, warranties and covenants,
and the transaction contemplated by the Purchase Agreement is subject to
customary closing conditions, including the execution of an escrow agreement.
The Registrant and the Seller have each agreed to indemnify the other for
damages arising for the breach of its representations, warranties, covenants
or
obligations in the Purchase Agreement.
The
Shares are to be issued without registration under the Securities Act of 1933,
as amended (the “Act”), in reliance upon the exemptions from registration
provided under 4(2) of the Act. The issuance of the Shares will not involve
any
public offering; the Registrant will make no solicitation in connection with
the
issuance of the Shares other than communications with the Seller; the Registrant
has obtained representations from the Seller regarding its investment intent,
experience and sophistication; the Seller either received or had access to
adequate information about the Registrant in order to make informed investment
decision and the certificates representing the Shares will be issued with a
legend regarding restrictions on transfer under the Act.
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/ Darlene M. Deptula-Hicks |
| |
Darlene
M. Deptula-Hicks |
| |
Executive
Vice President of Finance, Chief Financial
Officer
|
|
Date:
June 23, 2008
|
|