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
13, 2006
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
|
1-9341
|
|
02-0377419
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
4
Townsend West, Suite 17, Nashua, New Hampshire
|
|
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(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 Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Item
3.02 Unregistered Sales of Equity Securities
On
June
13, 2006 iCAD, Inc. (the “Company”) borrowed $2,000,000 from its Chairman of the
Board of Directors, Mr. Robert Howard, pursuant to its existing Loan Agreement
with Mr. Howard, under which Mr. Howard has agreed to advance funds to the
Company, or to provide guarantees of advances made by third parties in an amount
up to $5,000,000. The Loan Agreement expires March 31, 2007, subject to
extension by the parties. Outstanding advances are collateralized by
substantially all of the assets of the Company and bear interest at prime
interest rate plus 1% (9.00% at June 13, 2006). Notwithstanding the current
expiration date of Loan Agreement, Mr. Howard has stated that he does not intend
to request repayment of the amounts due to him under the Loan Agreement prior
to
March 31, 2008. Mr. Howard is entitled to convert outstanding advances made
by
him under the Loan Agreement into shares of the Company's common stock at any
time based on the outstanding closing market price of the Company's common
stock
at the lesser of the market price at the time each advance is made (which was
$1.45 for the $2,000,000 advance referred to above ) or at the time of
conversion. However, Mr. Howard has agreed that while the Loan Agreement exists
he will not convert any outstanding advances under the Loan Agreement into
shares of the Company’s common stock that would exceed the available shares for
issuance defined as the authorized shares of the Company’s common stock less
issued and outstanding common shares less any reserved shares for outstanding
convertible preferred stock, non-employee warrants and non-employee stock
options
On
June
19, 2006, the Company agreed to borrow $300,000 from its Chief Executive
Officer, Mr. Kenneth Ferry, pursuant to a Note Purchase Agreement (“Agreement”)
and to be evidenced by a 7% Convertible Promissory Note (“Note”). The Note will
mature on June 20, 2008, subject to the right of Mr. Ferry to accelerate payment
upon the Company filing for or being adjudicated bankrupt or insolvent. Mr.
Ferry may convert the principal and accrued and unpaid interest under the Note
into shares of the Company’s common stock at
a
price of $1.50 per share, which conversion price is subject to adjustment under
certain circumstances such as common stock splits, or combinations or common
stock dividends. Mr. Ferry has also agreed that he will not convert any
principal amount or accrued and unpaid interest outstanding under the Note
into
shares of the Company’s common stock that would exceed the number of shares of
the Company’s common stock then available for issuance defined as the authorized
shares of the Company’s common stock less issued and outstanding common shares
less any reserved shares for outstanding convertible preferred stock,
non-employee warrants and non-employee stock options.
The
convertible securities referred to in the two paragraphs above were or will
be
issued in private transactions pursuant to exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended.
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
Heroux |
| |
Annette
Heroux |
| |
Vice
President of Finance, Chief Financial Officer
|
| |
|
| |
|