Unassociated Document
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) September
12, 2006
iCAD,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(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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4
Townsend West, Suite 17, Nashua, New
Hampshire
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03063
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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(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 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
Between
September 12, 2006 and September 14, 2006, the Company borrowed an aggregate
of
$2,000,000 (the “Loans”) from a total of seven accredited investors including
the following: Mr. Robert Howard (as to $1,350,000), Mr. James Harlan (as to
$300,000) and Dr. Elliott Sussman (as to $100,000), all of whom are directors
of
the Company, and $50,000 by each of the following executive officers of the
Company: Mr. Jeffrey Barnes and Ms. Stacey Stevens, pursuant to Note Purchase
Agreements (“Agreements”) between the Company and each of the investors. The
Loans are evidenced by 7.25 % Convertible Promissory Notes (“Notes”) issued by
the Company in favor of the investors. The Notes mature two years from the
date
of issue subject to the right of the Company to prepay the Notes and the right
of the holders of the Notes to accelerate payment of their respective Notes
upon
the Company filing for or being adjudicated bankrupt or insolvent. The holders
of the Notes may convert the principal and accrued and unpaid interest under
the
Notes into shares of the Company’s common stock at
a
price of $1.70 per share, which conversion price is subject to adjustment under
certain circumstances such as common stock splits, or combinations or common
stock dividends.
The
Notes
were issued in private transactions pursuant to exemptions from registration
under Section 4(2) of the Securities Act of 1933, as amended. Each investor
acquired their respective Notes for investment and no commissions were paid
in
connection with the transactions.
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. |
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(Registrant)
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Date: September
18, 2006
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By: |
/s/ Kenneth
M. Ferry
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Name: Kenneth M. Ferry |
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Title:
President, Chief Executive
Officer
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