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) May
23, 2007
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
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1-9341
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02-0377419
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(Commission
File Number)
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(IRS
Employer Identification No.)
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98
Spit Brook Road, Suite 100, Nashua, New Hampshire
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03062
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
4
Townsend West, Suite 17 Nashua, New Hampshire 03063
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
May
30,2007, iCAD, Inc. (the “Registrant”), provided notice to the Nasdaq Stock
Market, LLC, that due to the resignation of Mr. George Farley from the
Registrant’s Board of Directors, the Registrant no longer satisfies Nasdaq
Marketplace Rule 4350(c)(1), which requires that the Registrant’s Board
of
Directors must be comprised of a majority of independent directors.
Under
the
grace period set forth in Nasdaq Marketplace Rule 4350(c)(1), the Registrant
has
180 days after Mr. Farley’s resignation to have a majority of independent
directors.
Within
the 180 day grace period the Registrant will take steps to satisfy the
requirements of Nasdaq Marketplace Rule 4350(c)(1). This may include locating
a
qualified replacement for Mr. Farley as an independent director on the
Registrant’s Board of Directors or other changes to the composition of the
Registrant’s Board of Directors such that the majority consists of independent
directors.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
May
23, 2007, Mr. George Farley advised the Registrant that he had resigned from
the
Registrant’s Board of Directors.
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.
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iCAD,
INC.
(Registrant)
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By:
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/s/
Darlene M. Deptula-Hicks
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Name:
Darlene M. Deptula-Hicks
Title:
Executive Vice President of Finance and Chief Financial Officer
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Date: May
30, 2007
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