As filed with the Securities and Exchange Commission on January 31, 201910, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
iCAD, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 02-0377419 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
98 Spit Brook Road, Suite 100
Nashua, NH 03062
(603)882-5200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Klein
R. Scott Areglado, Chief ExecutiveFinancial Officer
iCAD, Inc.
98 Spit Brook Road, Suite 100
Nashua, NH 03062
(603)882-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey A. Baumel, Esq.
Dentons US LLP
1221 Avenue of the Americas
New York, New York 10020
(212)768-6700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered | Amount to be registered (1) | Proposed maximum | Proposed maximum | Amount of registration fee | Amount to be registered | Proposed maximum per share | Proposed maximum aggregate | Amount of registration fee | ||||||||
Common Stock, $0.01 par value per share | 3,366,307 | $5.55 | $18,683,004 | $2,265 | — | — | ||||||||||
Preferred Stock, $0.01 par value per share | — | — | ||||||||||||||
Warrants to Purchase Shares of Common Stock or Shares of Preferred Stock | — | — | ||||||||||||||
Subscription Rights to Purchase Shares of Common Stock or Shares of Preferred Stock | — | — | ||||||||||||||
Units | — | — | ||||||||||||||
Total | $40,000,000(2) | $5,192(3) | ||||||||||||||
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(3) | Calculated pursuant to Rule 457(o) under the Securities Act. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission,Securities and Exchange Commission, acting pursuant to said Sectionsection 8(a), may determine.determine
The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 31, 201910, 2020
PROSPECTUS
3,366,307 Shares$40,000,000
Common Stock
Preferred Stock
Warrants to Purchase Common Stock or Preferred Stock
Subscription Rights to Purchase Common Stock or Preferred Stock
Units
This prospectus relates to 3,366,307 shares of our common stock whichWe may be soldoffer and sell from time to time by the selling stockholders, including their transferees, pledgees or donees or their successors. The shares being sold hereunder are issuable by us upon conversion of those certain 5% convertible debentures issued by us in a private placement in December 2018 (the “Debentures”). We will not receive any proceeds from these sales.
The shares are being registered to permit the selling stockholders to sell the shares from time to time in the public market. The stockholders may sell the common stock through ordinary brokerage transactions, directly to market makers of our shares or through any other meanssecurities described in the section “Planthis prospectus in one or more transactions of Distribution” beginning on page 13. We cannot assureup to $40,000,000 in aggregate offering price. This prospectus provides you that the selling stockholders will sell all or any portionwith a general description of the common stock offered under this prospectus.these securities. Our common stock is quotedlisted on the Nasdaq Capital Market under the symbol “ICAD.” On January 29, 2019,
Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the last reportedtransaction and the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement, together with any documents incorporated by reference, before you invest in our securities.
We may offer and sell the securities to or through one or more underwriters, dealers or agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement with, between or among them will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. See “Plan of Distribution” for the common stock on the Nasdaq Capital Market was $5.58 per share.more information.
Our corporate offices are located at 98 Spit Brook Road, Suite 100, Nashua, NH 03062. Our telephone number at that location is (603)882-5200.
InvestmentInvesting in theour securities involves risks. See “Risk Factors” beginning on page 52 of this prospectus. You should carefully read and consider risk factors described in this prospectus, any applicable prospectus supplement and in the documents we incorporate by reference before investing in our securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January , 2019.2020.
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i
This summary highlights selectedprospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under this shelf registration process, we may from time to time sell the securities described in this prospectus in one or more transactions for an aggregate principal amount or initial purchase price not to exceed $40,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we offer or sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that transaction. The prospectus supplement may also add, update or change information contained elsewhere in this prospectus. This summary does not contain allIf there is any inconsistency between the information thatin this prospectus and the applicable prospectus supplement, you should consider before investingrely on the information in the common stock. Youprospectus supplement. Before purchasing any securities, you should carefully read the entireboth this prospectus including “Risk Factors”, and the applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference.”
You should rely only on the information contained in or incorporated by reference intoin this prospectus, before makingany accompanying prospectus supplement, or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. If anyone provides you with different, inconsistent or unauthorized information, you must not rely on it.
You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus and any accompanying prospectus supplement do not constitute an investment decision.offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.
OverviewUnless the context requires otherwise or unless otherwise indicated, (i) all references to “iCAD,” “we,” “us” and “our” refer to iCAD, Inc. and its subsidiary; and (ii) all references to “common shares” refer to shares of our common stock and all references to “preferred shares” refer to shares of our preferred stock.
ii
iCAD, Inc. is a global medical technology company providing innovative cancer detection and therapy solutions. The Company reports in two operating segments: Cancer Detection and Cancer Therapy. iCAD continues to evolve from a business focused on image analysis for the early detection of cancers to a broader player in the oncology market. The Company’s strategy is to provide customers with a broad portfolio of innovative oncology solutions that address the two primary stages of the cancer care cycle, namely detection and treatment. The Company believes that its products can enable early detection and earlier targeted intervention, which could result in market demand and drive adoption of iCAD’s solutions.
iCAD delivers innovative cancer detection and radiation therapy solutions and services that enable clinicians to find and treat cancers earlier and while enhancing patient care. iCAD offers a comprehensive range of upgradeable computer aided detection (CAD) and workflow solutions to support rapid and accurate detection of breast and colorectal cancers.cancer. iCAD’s Xoft® Axxent®Xoft® Axxent® Electronic Brachytherapy (eBx®(eBx®) System®System®, or Xoft eBx system, is apainless,non-invasive technology technology that delivers high dose rate, low energy radiation, which targets cancer while minimizing exposure to surrounding healthy tissue. The Xoft System is FDA cleared and CE marked for use anywhere in the body, including treatmentofnon-melanoma skin skin cancer, early-stage breast cancer and gynecological cancers. The comprehensive iCAD technology platforms include advanced hardware and software as well as management services designed to support cancer detection and radiation therapy treatments.
iCAD has grown primarily through acquisitions including CADx, Qualia Computing, CAD Sciences, Xoft, DermEbx, Radion and VuComp. The Radion/DermEbx acquisition extended iCAD’s position as a larger player in the oncology market, including the components that enable dermatologists and radiation oncologists to develop, launch and manage their electronic brachytherapy programs for the treatment ofnon-melanoma skin cancer, or NMSC. The VuComp acquisition included an extensive library of related clinical data which we use for cancer detection research and patents, as well as key personnel and expanded our customer base.
In the detection segment, our industry-leading solutions include advanced image analysis and workflow solutions that enable healthcare professionals to better serve patients by identifying pathologies and pinpointing the most prevalent cancers earlier, a comprehensive range of high-performance, upgradeable CAD systems and workflow solutions for mammography, and computed tomography (CT).
iCAD intends to continue the extension of its image analysis and clinical decision support solutions for mammography and CT imaging. ICADiCAD believes that advances in digital imaging techniques, such as 3D mammography, should bolster its efforts to develop additional commercially viable CAD/advanced image analysis and workflow products.
In the Cancer Therapy segment, iCAD offers an isotope-free cancer treatment platform technology. The Xoft eBx system can be used for the treatment of early-stage breast cancer, endometrial cancer, cervical cancer and skin cancer. We believe the Xoft eBx system platform indications represent strategic opportunities in the United States and international markets to offer differentiated treatment alternatives. In addition, the Xoft eBx system generates additional recurring revenue for the sale of consumables and related accessories.
On January 4, 2018, iCAD adopted a plan to discontinue offering radiation therapy professional services to practices that provide iCAD’s electronic brachytherapy solution for the treatment of NMSC under the subscription service model within the therapy segment. As a result, iCAD no longer offers the subscription service model to customers. iCAD continues to offer its capital sales model for both skin cancer treatment and Intraoperative radiation therapy, which provides a brachytherapy system and related source and service agreements. The discontinuance of the subscription service model reduced radiation therapy professional services delivery costs, decreased cash burn, andre-focused iCAD on the higher margin capital product and service offerings.
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In May 2018, iCAD submitted Version 2.0 of its PowerLook Tomo Detection product for FDA approval.
Our Corporate Information
Originally incorporated in Delaware in 1984 as Howtek, Inc, the Company changed its name in 2002 to iCAD, Inc. Our principal executive offices are located at 98 Spit Brook Road, Suite 100, Nashua, New Hampshire 03062. Our telephone number is(603)882-5200 and and our website address iswww.icadmed.com. www.icadmed.com. We have included our website address in this prospectus as an inactive textual reference only.
2 The information available on or accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and should not be relied upon. Our common stock is listed on the Nasdaq Capital Market under the symbol “ICAD.”
(1) Includes: (i) 1,742,500 shares issuable upon conversion of $6,970,000 of Debentures, issued in connection with a private placement to various institutional and accredited investors completed on December 20, 2018; (ii) 261,375 additional shares of common stock issuable upon conversion of the Debentures resulting from interest payable on the Debentures if held to maturity and (iii) 1,362,432 additional shares issuable in connection with anti-dilution provisions of the Debentures of which (A) 16,566 shares are allocated to insiders based on a floor conversion price of $3.64 and (B) the remaining 1,345,866 are allocated among the other purchasers on a pro-rata basis.
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The summary financial information set forth below has been derived from the financial statements of iCAD, Inc., a Delaware corporation for periods presented and should be read in conjunction with the financial statements and the notes thereto incorporated by reference in this prospectus and in the information set forth in the section titled “management’s discussion and analysis of financial condition and results of operations.”
(In thousands, except for per share data)
Nine Months Ended September 30, | Year Ended December 31, | |||||||||||||||
2018 | 2017 | 2017 | 2016 | |||||||||||||
Total Revenue | 18,667 | 20,200 | $ | 28,102 | $ | 26,338 | ||||||||||
Gross margin | 14,020 | 13,835 | 18,176 | 18,518 | ||||||||||||
Gross margin % | 75.1 | % | 68.5 | % | 64.7 | % | 70.3 | % | ||||||||
Total operating expenses | 19,356 | 22,836 | 32,344 | 28,488 | ||||||||||||
Income (loss) from operations | (5,336 | ) | (10,001 | ) | (14,168 | ) | (9,970 | ) | ||||||||
Other (expense) income, net | (294 | ) | (48 | ) | (106 | ) | (53 | ) | ||||||||
Net loss | (5,673 | ) | (10,021 | ) | $ | (14,256 | ) | $ | (10,099 | ) | ||||||
Net income (loss) per share | ||||||||||||||||
Basic | (0.34 | ) | (0.62 | ) | $ | (0.87 | ) | $ | (0.63 | ) | ||||||
Diluted | (0.34 | ) | (0.62 | ) | $ | (0.87 | ) | $ | (0.63 | ) | ||||||
Weighted average shares outstanding | ||||||||||||||||
Basic | 16,652 | 16,291 | 16,343 | 15,932 | ||||||||||||
Diluted | 16,652 | 16,291 | 16,343 | 15,932 | ||||||||||||
Selected Balance Sheet Data | ||||||||||||||||
September 30, | Year Ended December 31, | |||||||||||||||
2018 | 2017 | 2017 | 2016 | |||||||||||||
Cash and cash equivalents | 6,810 | 11,261 | $ | 9,387 | $ | 8,585 | ||||||||||
Total current assets | 16,166 | 22,739 | 21,209 | 19,933 | ||||||||||||
Total assets | 26,651 | 35,947 | 32,131 | 38,651 | ||||||||||||
Total current liabilities | 11,625 | 11,631 | 12,070 | 12,855 | ||||||||||||
Long term deferred revenue | 376 | 525 | 506 | 668 | ||||||||||||
Notes and lease payable, long term | 4,829 | 5,642 | 5,146 | — | ||||||||||||
Stockholders’ equity | 9,768 | 17,997 | $ | 14,276 | $ | 25,038 |
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Investing in our securities involves significant risks. You should carefully consider the riskrisks factors set forth in the documents and reports filed by us with the Securities and Exchange Commission (“SEC”)SEC and incorporated by reference into this prospectus, as well as any risks set forth below and any risks described or incorporated by reference in any applicable prospectus supplement before deciding whether to buy our securities. Additional risks and uncertainties not presently known to us or that we believe are immaterial may also significantly impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially affected, and you could lose all or part of your investment in offered securities.
Risks Related to Our Recent Private Placement of 5% Convertible Debentures
Your investment may be significantly diluted by the conversion of our Debentures.
A substantial number of shares of our common stock are, or could, be issued upon conversion of our Debentures. Sales of substantial amounts of our shares of common stock in the public market, or the possibility of these sales, may adversely affect our stock price. As of January 29, 2019, 3,366,307 shares of our common stock were reserved for issuance upon conversion of the $6,970,000 principal amount of outstanding Debentures (including shares issuable in respect of 5% interest payable if the Debentures are held until maturity, the Make Whole Amount (as defined in the paragraph below) and shares issuable in respect of anti-dilution provisions included in the Debentures). If issued, the shares underlying our Debentures would increase the number of shares of our common stock currently outstanding and will dilute the holdings and voting rights of our then-existing stockholders.
We could be required to make substantial cash payments to our Debenture holders upon a “Forced Conversion” described below.
The Debentures allow to us to force conversion (“Forced Conversion”) of such debentures if at any time after issuance the VWAP (as defined in the Debentures) for each of any 30 consecutive Trading Days exceeds $8.00. Should we require a Forced Conversion, the terms of the Debentures require us to pay Debenture holders a “Make Whole Amount” equal to the amount of interest that, but for our exercise of our forced conversion right has accrued and not been paid and would have accrued with respect to the principal amount being converted. This could require an aggregate payment (in the most extreme scenario) of a payment equal to $1,045,500; provided, however, that for our insiders in no event shall the Make Whole Amount exceed an amount that would cause the effective conversion price of the Debenture to, after taking into account the payment of such Make Whole Amount, be less than the closing bid price of the Common Stock on the Nasdaq Capital Market immediately prior to the date of the Purchase Agreement ($3.64).
Adjustments to the conversion price for our Debentures issued to the Selling Stockholders will further dilute the ownership interests of our existing stockholders.
Our Debentures are convertible at any time after issuance, in whole or in part, at the holder’s option, into shares of common stock at a fixed conversion price equal to $4.00 per share. The fixed conversion price contains “full-ratchet” anti-dilution adjustments for future issuances of our securities; provided however that the reduced conversion price shall not be less than (A) for our insiders, the closing bid price immediately prior to the date of the Purchase Agreement, or $3.64 or (B) for all other purchasers, the greater of (1) $0.10 or (2) 20% of the closing bid price on the date prior to the execution of the Purchase Agreement ($0.728). The total amount of shares issuable in respect of anti-dilution provisions is 1,362,432 shares pursuant to the Issuable Maximum provisions under the Debentures (unless shareholder approval is obtained which would enable additional shares to be issued in excess of the Issuable Maximum, which approval has not been obtained as of the date of this prospectus).
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Any reduction in the conversion price below the initial fixed conversion price of $4.00 will result in significant additional shares being issued upon conversion of the Debentures, including amounts converted in respect of interest or the “Make Whole Payment” in the risk factor described above, that would further dilute our existing stockholders.
All information provided herein is subject to the actual terms of the Debentures, the form of which is incorporated by reference into this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. In addition, ourOur filings with the SEC are available to the public through the SEC’s website athttp://www.sec.gov. Ourwww.sec.gov. Copies of certain information filed by us with the SEC are also available on our website address ishttps://www.icadmed.com.at www.icadmed.com. The information contained on or linked to our website is not part of this prospectus.
This prospectus is part of a registration statement under the Securities Act of 1933, as amended, (theor the “Securities Act”).Act.” The registration statement has been filed with the SEC and may be obtained as provided above. This prospectus omits some information contained in the registration statement or the exhibits and schedules to the registration statement in accordance with the SEC rules and regulations. For further information about us and the securities we are offering, you should review the information and exhibits in the registration statement and the additional information described under “Incorporation by Reference” below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements contained in this prospectus or any prospectus supplement about these documents are not necessarily complete and are qualified in all respects by reference to the document to which they refer. You should refer to the actual document documents for a more complete description of the relevant matters.
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The SEC rules allow us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document. The information incorporated by reference is considered to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus conflicts, modifies or replaces that statement.
We incorporate by reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (theor the “Exchange Act”)Act,” in this prospectus (other than information deemed to have been furnished or not filed in accordance with the SEC rules) prior to the termination of the offering of the securities described in this prospectus, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement:
Our Annual Report on Form10-K, as amended by Form10-K/A, for the fiscal year ended December 31, 2017 filed with the SEC on March 30, 2018 and April 27, 2018, respectively.
• | Our Annual Report onForm10-K for the fiscal year ended December 31, 2018, as filed with the SEC on March 29, 2019, and amended onForm10-K/A, as filed with the SEC on April 30, 2019. |
Our Quarterly Reports on Form10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 filed with the SEC on May 15, 2018, August 15, 2018 and November 14, 2018, respectively.
• | Our Quarterly Reports on Form10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, as filed with the SEC onMay 15, 2019,August 13, 2019 andNovember 14, 2019, respectively. |
Our Current Reports on Forms8-K filed with the SEC on May 15, 2018 (excluding the information in Item 2.02 and any information pertaining to Exhibit 99.1 therein, which are not incorporated by reference herein), August 14, 2018 (excluding the information in Item 2.02 and any information pertaining to Exhibit 99.1 therein, which are not incorporated by reference herein), October 2, 2018, October 18, 2018, November 1, 2018, November 13, 2018, November 14, 208 (excluding the information in Item 2.02 and any information pertaining to Exhibit 99.1 therein, which are not incorporated by reference herein), November 20, 2018, December 17, 2018, December 27, 2018, January 11, 2019 and January 22, 2019.
• | Our Current Reports on Form8-K, as filed with the SEC onJanuary 11, 2019,January 22, 2019,March 18, 2019,March 21, 2019,March 28, 2019,May 7, 2019,June 14, 2019,August 20, 2019,October 3, 2019 andDecember 11, 2019 (in each case, except for information contained therein which is furnished rather than filed). |
Our Definitive Proxy Statement on Schedule 14A filed on November 20, 2018.
• | Our Proxy Statement onSchedule 14A, as filed with the SEC on November 8, 2019. |
The description of our common stock contained in our Registration Statements on Form8-A filed with the SEC and any amendments thereto.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
iCAD, Inc.
98 Spit Brook Road, Suite 100
Nashua, New Hampshire 03062
Attention: Chief Financial Officer
(603)882-5200
Exhibits to the filings will not be sent unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.
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CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus that are not historical facts contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words “believe”, “demonstrate”, “intend”, “may”, “would”, “could”, “should”, “will”, “continue”, “plan”, “expect”, “estimate”, “anticipate”, “likely”, “seek” and similar expressions identify forward-looking statements. These statements are based on assumptions and assessments made by our management in light of their experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks listed in Item 1A. “Risk Factors” of our Annual Report on Form10-K for the year ended December 31, 2017, or “Form10-K,”2018, as amended, which are incorporated by reference in this prospectus supplement and accompanying prospectus.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Forward-looking statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus present our views only as of the date of the applicable document containing such forward-looking statements. We do not assume any obligation, and do not intend to, update any forward-looking statement except as required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
We may issue from time to time, in one or more transactions, the following securities, up to an aggregate of $40,000,000:
shares of common stock;
shares of preferred stock;
warrants exercisable for common stock or preferred stock;
subscription rights to purchase any of such securities; and
units of common stock, preferred stock or warrants, in any combination.
This prospectus contains a summary of the material general terms of the various securities that may be offered. The specific terms of the securities will be described in a prospectus supplement, information incorporated by reference or related free writing prospectus, which may be in addition to or different from the general terms summarized in this prospectus. Where applicable, the prospectus supplement, information incorporated by reference or related free writing prospectus will also describe any material United States federal income tax considerations relating to the securities offered and indicate whether the securities offered are or will be listed on any securities exchange. The summaries contained in this prospectus and in any prospectus supplements, information incorporated by reference or related free writing prospectus may not contain all of the information that you would find useful. These summaries are based upon, and are qualified by reference to, certain provisions of Delaware law, our certificate of incorporation, our bylaws, or other documents, as applicable. Accordingly, you should read the actual documents relating to any securities sold pursuant to this prospectus. See “Selling Stockholders”“Where You Can Find More Information” and “Incorporation by Reference” for information about how to obtain copies of those documents.
The terms of any particular transaction, the initial offering price and the net proceeds to us will be contained in the prospectus supplement, information incorporated by reference or free writing prospectus, relating to such transaction.
General
If the prospectus supplement so provides, offered securities may be convertible into, exchangeable for or exercisable for shares of our capital stock.
Authorized Capitalization
Our authorized capital stock consists of 30,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. As of January 9, 2020, we had 19,373,725 shares of common stock outstanding and no shares of preferred stock outstanding.
Common Stock
The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any then outstanding preferred stock.
Each share of common stock is entitled to one vote on all matters to be voted on by stockholders. There are no cumulative voting rights in the election of directors, minority stockholders will not be able to elect directors on the basis of their votes alone. The holders of common stock are entitled to receive dividends when, as and if
declared by our Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share in all assets remaining, if any, which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. Holders of shares of common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the common stock. All outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
This section describes the general terms of our preferred stock to which any prospectus supplement may relate. A prospectus supplement will describe the terms relating to any preferred stock to be offered by us in greater detail, and may provide information that is different from this prospectus. If the information in the prospectus supplement with respect to the particular preferred stock being offered differs from this prospectus, you should rely on the information in the prospectus supplement. A copy of our certificate of incorporation, as amended, has been incorporated by reference from our filings with the SEC as an exhibit to the registration statement. A certificate of amendment to our certificate of incorporation will specify the terms of the preferred stock being offered, and will be filed or incorporated by reference from a report that we file with the SEC.
Our certificate of incorporation, as amended, authorizes our board of directors to establish one or more series of preferred stock. Unless required by law or by any stock exchange on which our common stock is listed, the authorized shares of preferred stock will be available for issuance without further action by stockholders. Our board of directors is able to determine the designations, powers, and relative rights, privileges, preferences and other terms, including terms relating to dividend rates, redemption rates, liquidation preferences and voting, sinking fund and conversion or other rights on, a series of preferred stock.
Unless the applicable prospectus supplement provides otherwise, the preferred stock will have no preemptive rights to subscribe for any additional securities which may be issued by us in the future. The transfer agent and registrar for the preferred stock will be specified in the applicable prospectus supplement.
The following description of our preferred stock, together with any description of our preferred stock in a prospectus supplement summarizes the material terms and provisions of the preferred stock that we may sell under this prospectus. We urge you to read the applicable prospectus supplement(s) related to the particular series of preferred stock that we sell under this prospectus and to the actual terms and provisions contained in our certificate of incorporation and amended and restated bylaws, each as amended from time to time.
Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and applicable prospectus supplements in the amendment to our certificate of incorporation relating to that series. We will incorporate by reference into the registration statement of which this prospectus is a part the form of any amendment to our certificate of incorporation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description of the preferred stock in the amendment to our certificate of incorporation and any applicable prospectus supplement may include:
the number of shares of preferred stock to be issued and the offering price of the preferred stock;
the title and stated value of the preferred stock;
dividend rights, including dividend rates, periods, or payment dates, or methods of calculation of dividends applicable to the preferred stock;
whether dividends will be cumulative ornon-cumulative, and if cumulative the date from which distributions on the preferred stock shall accumulate;
right to convert the preferred stock into a different type of security;
voting rights, if any, attributable to the preferred stock;
rights and preferences upon our liquidation or winding up of our affairs;
terms of redemption;
preemption rights, if any;
the procedures for any auction and remarketing, if any, for the preferred stock;
the provisions for a listsinking fund, if any, for the preferred stock;
any listing of those personsthe preferred stock on any securities exchange;
the terms and entities receiving proceeds from salesconditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price (or manner of these shares. calculation thereof);
a discussion of federal income tax considerations applicable to the preferred stock, if material;
the relative ranking and preferences of the preferred stock as to dividend or other distribution rights and rights if we liquidate, dissolve or wind up our affairs;
any limitations on issuance of any series of preferred stock ranking senior to or on a parity with the series of preferred stock being offered as to distribution rights and rights upon the liquidation, dissolution or winding up or our affairs; and
any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
Anti-Takeover Provisions
Our certificate of incorporation authorizes the Board of Directors to issue up to 1,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors, without further action by stockholders, and may include, among other things, voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, conversion and redemption rights, and sinking fund provisions. Although there are currently no shares of preferred stock outstanding, future holders of preferred stock may have rights superior to our common stock and such rights could also be used to restrict our ability to merge with, or sell our assets to a third party.
We are registering these shares to satisfy various obligations we havealso subject to the selling stockholders.provisions of Section 203 of the Delaware General Corporation Law, which could prevent us from engaging in a “business combination” with a 15% or greater stockholder” for a period of three years from the date such person acquired that status unless appropriate board or stockholder approvals are obtained.
SELLING STOCKHOLDERSThese provisions could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over the then current market price. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.
This prospectus relates toThe existence of the foregoing provisions of our certificate of incorporation and bylaws and the DGCL may have an anti-takeover effect and could delay, defer or prevent a tender offer and sale of 3,366,307or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of our common stock held by stockholders.
Limitations on Liability and Indemnification of Officers and Directors
We have entered into indemnification agreements with each of our directors and officers. Generally, these agreements attempt to provide the maximum protection permitted by Delaware law with respect of indemnification. The indemnification agreements provided that we will pay certain amounts incurred in connection with any action, suit, investigation or proceeding arising out of or relating to the performance of services by the selling stockholders identified below. Nonedirector or officer, or by acting as a director, officer or employee. Our Certificate of Incorporation andby-laws provide similar indemnification for directors and officers.
Liability Insurance.
We have obtained directors’ and officers’ liability insurance which covers certain liabilities, including liabilities to us and our stockholders.
SEC Position on Indemnification for Securities Act Liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or our controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the selling stockholders areSEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Continental Stock Transfer & Trust Company.
Listing
Our common stock is listed on the Nasdaq Capital Market under the symbol “ICAD”.
General
We may issue warrants to purchase common stock or have been affiliatespreferred stock. Warrants will be represented by warrant certificates. We may issue warrants separately or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of ours except that (i) Michael Klein, trusteewarrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The Klein 1999 Family Trust is our Executive Chairmanterms of any warrants offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and Chief Executive Officer; (ii) Stacey Stevens is our Executive Vice President, Chief Strategyany related free writing prospectus, as well as the complete warrant agreements and Commercial Officer and Jonathan Go is our Chief Technology Officer; (iii) Dr. Rakesh Patel and Andrew Sassine are directors and (iv) Richard Christopher is our former Chief Financial Officer and Dr. Rachel Brem is a former director.warrant certificates that contain the terms of the warrants.
The following table sets forthparticular terms of any issue of warrants will be described in the namesprospectus supplement relating to the issue. Those terms may include:
the specific designation and aggregate number of, and the offering price at which we will issue, the warrants;
the currency or currencies, including composite currencies, in which the offering price of the selling stockholders, warrants may be payable;
the numberdesignation and terms of sharesthe securities issuable upon the exercise of common stock owned beneficially by eachthe warrants;
the price at which and the currency or currencies, including composite currencies, in which the underlying warrant securities purchasable upon exercise of them asthe warrants may be purchased;
the date, on which the right to exercise the warrants will commence and the date on which that right will expire;
if applicable, the minimum or maximum amount of January 29, 2019, the number of shareswarrants which may be offered pursuantexercised at any one time;
the terms of any rights to this prospectusredeem or call the warrants
if applicable, the designation and terms of the securities with which the warrants are issued and the number of shareswarrants issued with each such security;
if applicable, the date on and percentageafter which the warrants and the related securities will be separately transferable;
a discussion of class to be owned by each selling stockholder after this offering. The selling stockholders may sell all, some or nonecertain U.S. federal income tax considerations of their shares in this offering. See “Plan of Distribution.” We will not receive holding and exercising the warrants; and
any proceeds from the saleother terms of the common stock bywarrants, including terms, procedures and limitations relating to the selling stockholders. Except as otherwise described in the first paragraph above, noneexchange and exercise of the selling stockholders has held any position or office or has had any other material relationship with us or anywarrants.
Exercise of our affiliates withinWarrants
Each warrant will entitle the past three years other than as a result of his or her ownership of shares of equity securities. This information is based upon information provided by the selling stockholders. Because the selling stockholders may offer all, some or none of their common stock, no definitive estimate asholder to thepurchase such number of common shares that willor preferred shares, as the case may be, held by the selling stockholders after this offering canat such exercise price as shall be provided.
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The number of shares set forth in, the second column of the table represents an estimate, as of January 29, 2019, of the number of shares of common stock toor shall be offered by the selling stockholders. The information set forth in the table assumes full conversion of the Debentures.
The information in the third column assumes the sale of shares issuable upon conversion of (i) the Debentures resulting from an interest payable on such Debentures if held until maturity and (ii) shares issuable in respect of anti-dilution provisions in the Debentures up to the Issuable Maximum provisions contained therein assuming no stockholder approval is procured to exceed such maximum (and which are not included in the selling stockholder’s beneficial ownership in the second column as of the date hereof). The aggregate additional shares based upon interest payable is 261,375 shares and is allocated amongst selling stockholders based upon their holdings of the Debentures. The aggregate additional shares in respect of anti-dilution provisions is 1,362,432 shares and is allocated among the selling stockholders as follows: (A) 16,566 shares are allocated to insiders based on a floor conversion price of $3.64determinable as set forth in, the Debenturesapplicable prospectus supplement. Warrants may be exercised at the times and (B) 1,345,866in the manner set forth in the applicable prospectus supplement. The applicable prospectus supplement will specify how the exercise price of any warrants is to be paid, which may include payment in cash or by surrender of other warrants issued under the same warrant agreement (aso-called “cashless exercise”). Upon receipt of payment of the exercise price and, if required, the certificate representing the warrants being exercised properly completed and duly executed at the office or agency of the applicable warrant agent or at any other office or agency designated for that purpose, we will promptly deliver the securities to be delivered upon such exercise.
No Rights as Holders of Shares
Holders of warrants will not be entitled, by virtue of being such holders, to vote, consent or receive notice as holders of our outstanding shares are allocatedin respect of any meeting of holders of our shares for the election of our directors or any other matter, or to exercise any other rights whatsoever as holders of our shares, or to receive any dividends or distributions, if any, on our shares.
The following summary of certain provisions of the subscription rights does not purport to be complete and is subject to, and qualified in its entirety by reference to, the remaining Debenture holders on a pro rata basis based on their holdingsprovisions of the Debentures.subscription rights agreement and the subscription rights certificate that will be filed with the SEC in connection with the offering of such subscription rights. See “Where You Can Find More Information” for information on how to obtain copies of these documents. The particular terms of any subscription rights offered by us will be described in the applicable prospectus supplement. To the extent the terms of the subscription rights described in the prospectus supplement differ from the terms set forth in this summary, the terms described in the prospectus supplement will supersede the terms described below.
General
We may issue subscription rights to purchase common stock or preferred stock. We will issue subscription rights under a subscription rights agreement and subscription rights will be represented by subscription rights certificates.
The actualterms of subscription rights described in the applicable prospectus supplement may include the following:
the price, if any, for the subscription rights;
the exercise price payable for each share of common stock or preferred stock upon the exercise of the subscription rights;
the number of subscription rights issued;
the number and terms of the shares of common stock issuable upon conversionor shares of preferred stock which may be purchased per subscription right;
the extent to which the subscription rights are transferable;
the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights; and
any other terms of the Debentures is indeterminate, is subject to adjustmentsubscription rights, including the terms, procedures and could be materially less or more than such estimated number depending on factors which cannot be predicted by us at this time.
Pursuant to its terms, the Debentures issued are convertible to a holder onlylimitations relating to the extent thatexercise of the subscription rights.
Exercise of Subscription Rights
Each subscription right will entitle the holder to purchase such number of common shares of common stock thereby issuable, together withor preferred shares, as the number of shares of common stock owned by the holder and its affiliates (but not including shares of common stock underlying unconverted or unexercised options, warrants or convertible securities) would not exceed 4.99% of the then outstanding common stockcase may be, at such exercise price as determined in accordance with Section 13(d) of the Exchange Act. Accordingly, the number of shares of common stockshall be set forth in, the table as beneficially owned by the selling stockholder before and after the offering may exceed the number of shares of common stock that it could own beneficially at any given time as a result of its ownership of the Debentures.
Exceptor shall be determinable as set forth in, the footnotesapplicable prospectus supplement. Subscription rights may be exercised at the times and in the manner set forth in the applicable prospectus supplement. The applicable prospectus supplement will specify how the exercise price of any subscription rights is to be paid. Upon receipt of payment of the exercise price and, if required, the certificate representing the subscription rights being exercised properly completed and duly executed at the office or agency designated for that purpose, we will promptly deliver the securities to be delivered upon such exercise.
No Rights as Holders of Shares
Holders of subscription rights will not be entitled, by virtue of being such holders, to vote, consent or receive notice as holders of our outstanding shares in respect of any meeting of holders of our shares for the election of our directors or any other matter, or to exercise any other rights whatsoever as holders of our shares, or to receive any distributions, if any, on our shares.
The following summary of certain provisions of the units does not purport to be complete and is subject to, and qualified in its entirety by reference to, the table,provisions of the persons namedunit agreement that will be filed with the SEC in connection with the offering of the units. See “Where You Can Find More Information” for information on how to obtain copies of this document. The particular terms of any units offered by us will be described in the table have sole voting and investment power with respect to all sharesapplicable prospectus supplement. To the extent the terms of common stock shown as beneficially owned by them. A person is considered the beneficial owner of securities that can be acquired within 60 daysunits described in the prospectus supplement differ from the dateterms set forth in this summary, the terms described in the prospectus supplement will supersede the terms described below.
We may issue units consisting of one or more of the other securities described in this prospectus throughor the exerciseapplicable prospectus supplement in any combination in such amounts and in such numerous distinct series as we determine.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.
The terms of units described in the applicable prospectus supplement may include the following:
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
a description of the terms of any option, warrantunit agreement governing the units;
a description of any provisions for the issuance, payment, settlement, transfer or right. Shares of common stock subject to options, warrants or rights which are currently exercisable or exercisable within 60 days are considered outstanding for computing the ownership percentageexchange of the person holding such options, warrantsunits or rights, but are not considered outstanding for computingof the ownership percentage of any other person.securities comprising the units; and
9whether the units will be issued in fully registered or global form.
The “Shares of Common Stock Owned after Offering” column assumes the sale of all shares offered. The “Percentage of Common Stock Owned after Offering” column is based on 17,248,000 shares of common stock outstanding as of January 29, 2019.
Name of Selling stockholder | Shares of Common Stock Owned prior to Offering | Maximum Number of Shares of Common Stock to be Offered | Shares of Common Stock Owned after Offering | Percent of Common Stock Owned After Offering | ||||||||||||
Kingsbrook Opportunities Master Fund LP (1) | 375,000 | (2) | 751,694 | 0 | * | |||||||||||
Wolverine Flagship Fund Trading Limited (3) | 317,466 | (4) | 501,130 | 67,466 | * | |||||||||||
Verition Multi-Strategy Master Fund Ltd (5) | 187,500 | (6) | 375,847 | 0 | * | |||||||||||
Invenire Partners, LP (7) | 343,146 | (8) | 325,734 | 180,646 | 1.0 | % | ||||||||||
Manatuck Hill Scout Fund, LP (9) | 125,000 | (10) | 250,565 | 0 | * | |||||||||||
Aristides Fund LP (11) | 109,500 | (12) | 219,495 | 0 | * | |||||||||||
Andrew Sassine | 1,392,970 | (13) | 124,890 | 1,292,970 | 7.50 | % | ||||||||||
David S. Nagelberg 2003 Revocable Trust (14) | 100,000 | (15) | 200,452 | 0 | * | |||||||||||
Daybreak Investments LLC (16) | 100,000 | (17) | 200,452 | 0 | * | |||||||||||
BioBrit, LLC (18) | 62,500 | (19) | 125,282 | 0 | * | |||||||||||
Pennington Capital (20) | 62,500 | (21) | 125,282 | 0 | * | |||||||||||
Aristides Fund QP, LP. (11) | 40,500 | (22) | 81,183 | 0 | * | |||||||||||
The Klein 1999 Family Trust (23) | 25,000 | (24) | 31,223 | 0 | * | |||||||||||
Jonathan Go | 242,603 | (25) | 15,611 | 230,103 | 1.32 | % | ||||||||||
Dr. Rakesh Patel | 90,866 | (26) | 15,611 | 78,366 | * | |||||||||||
Dr. Rachel Brem | 92,020 | (27) | 6,245 | 87,020 | * | |||||||||||
Stacey Stevens | 227,240 | (28) | 6,245 | 222,240 | 1.28 | % | ||||||||||
Richard Christopher | 47,208 | (29) | 6,245 | 42,208 | * | |||||||||||
Dr. Susan Wood | 11,238 | (30) | 3,122 | 8,738 | * |
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Each Selling Stockholder (the “Selling Stockholders”) ofWe may sell the securities and any of their pledgees, assignees andsuccessors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded oroffered by this prospectus in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:transactions, including without limitation:
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attemptdirectly to sell the securities as agent but may position and resellpurchasers or to a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
settlement of short sales;
in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;single purchaser;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;agents;
to or through underwriters, brokers or dealers; or
through a combination of any such methods of sale.
We may also sell the securities offered by this prospectus in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise.
The prospectus supplement related to a particular transaction will set forth the terms of the transaction and the method of distribution and will identify any firms acting as underwriters, dealers or agents in connection with the transaction, including:
the name or names of any underwriters, dealers or agents;
the public offering price of the securities and the proceeds to us from the sale; or
any other method permitted pursuant to applicable law.
The Selling Stockholdersover-allotment options under which the underwriters may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser ofpurchase additional securities from the purchaser)us;
any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;
any discounts or concessions allowed or reallowed or paid to dealers; or
• | �� | any securities exchange or market on which the securities offered in the prospectus supplement may be listed. |
Only those underwriters identified in amountssuch prospectus supplement are deemed to be negotiated, but, except as set forthunderwriters in a supplement to this Prospectus,connection with the securities offered in the caseprospectus supplement. Any underwritten offering may be on a best efforts or a firm commitment basis.
The offer and sale of an agency transactionthe securities described in this prospectus may be effected from time to time in one or more transactions, including privately negotiated transactions, at a fixed price or prices, which may be changed, at varying prices determined at the time of sale, or at prices determined as the applicable prospectus supplement specifies. The securities may be sold through a rights offering, forward contracts or similar arrangements. In any distribution of subscription rights to stockholders, if all of the underlying securities are not in excesssubscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of a customary brokerage commission in compliance with FINRA Rule 2440; and inone or more underwriters, dealers or agents, including standby underwriters, to sell the case of a principal transaction a markup or markdown in compliance withFINRA IM-2440.unsubscribed securities to third parties.
In connection with the sale of the securities, underwriters, dealers or interests therein, the Selling Stockholdersagents may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securitiesbe deemed to have received compensation from us in the courseform of hedging the positionsunderwriting discounts or commissions and also may receive commissions from securities purchasers for whom they assume. The Selling Stockholders may alsoact as agent. Underwriters may sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers thator through dealers, and the dealers may receive compensation in turnthe form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may sell these securities. The Selling Stockholders may also enter into optionact as agent.
We will provide in the applicable prospectus supplement information regarding any underwriting discounts or other transactionscompensation that we pay to underwriters or agents in connection with broker-dealers or other financial institutions or create one or more derivativethe securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholdersoffering, and any broker-dealersdiscounts, concessions or commissions which underwriters allow to dealers. Underwriters, dealers and agents that are involvedparticipating in sellingthe securities distribution may be deemed to be underwriters, and any discounts and commissions they receive and any profit they realize on the sale of the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, anyunderwriting discounts and commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
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The Company is requiredUnderwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us, to pay certain feesindemnification against and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages andcontribution toward specific civil liabilities, including liabilities under the Securities Act.
Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on the Nasdaq Capital Market. Any common stock sold pursuant to a prospectus supplement will be listed on the Nasdaq Capital Market, subject to compliance with applicable Nasdaq continued listing requirements. We agreedmay elect to keep this prospectus effective untillist any series of preferred stock on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in the earliersecurities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, (i)or the date on whichtrading market for, any offered securities.
In connection with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions. These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be resoldhigher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Selling Stockholders without registration and without regard tounderwriters at any volume ormanner-of-sale limitations by reason of Rule 144, withouttime. Underwriters may engage in over-allotment. If any underwriters create a short position in the requirement forsecurities in an offering in which they sell more securities than are set forth on the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) allcover page of the securities have been sold pursuant to thisapplicable prospectus or Rule 144 undersupplement, the Securities Act or any other rule of similar effect. The resaleunderwriters may reduce that short position by purchasing the securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable stateopen market.
Underwriters, dealers or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engagedagents that participate in the distributionoffer of the resale securities, or their affiliates or associates, may not simultaneouslybe customers of, have engaged or engage in market making activitiestransactions with, respect toand perform services for, us or our affiliates in the common stockordinary course of business for the applicable restricted period, as defined in Regulation M, prior to the commencementwhich they may have received or receive customary fees and reimbursement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
14expenses.
VALIDITY OF SECURITIESLEGAL MATTERS
The validity of any securities offered from time to time by this prospectus and any related prospectus supplement will be passed upon for us by Dentons US LLP. If legal matters in connection with offerings made pursuant to this prospectus and any related prospectus supplement are passed upon by counsel to underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement related to such offering.
The financial statements of iCAD, Inc. as of December 31, 20172018 and 20162017 and for each of the three years in the period ended December 31, 20172018 incorporated by reference in this Prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate (except in the case of SEC registration fees) of the costs and expenses, other than the underwriting discounts and commissions, to be incurred in connection with the issuance and distribution of the securities being registered. All costs and expenses set forth below shall be borne by iCAD, Inc. (the “Company”).
Item | Amount to be Paid | Amount to be Paid | ||||||
SEC registration fees | $ | 2,265 | $ | 5,192 | ||||
Legal fees and expenses | $ | 25,000 | (1) | (1) | ||||
Accounting fees and expenses | $ | 5,000 | (1) | (1) | ||||
FINRA filing fee | $ | 5,000 | (1) | (1) | ||||
Printing fees | $ | 5,000 | (1) | (1) | ||||
Transfer Agent, Registrar, Trustee and Depositary fees | $ | 5,000 | (1) | (1) | ||||
Miscellaneous | $ | 5,000 | (1) | (1) | ||||
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Total | $ | 52,265 | (1) | $ | 5,192 | (1) | ||
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(1) | These fees are calculated based on the number of issuances and/or amount of securities offered and accordingly cannot be estimated at this time. |
Item 15. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law (“DGCL”), as amended, allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware law or obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, agent or employee of the corporation or is or was serving at the corporation’s request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (b) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of duties to the corporation, unless the court believes that in light of all the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such
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for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
The registrant’sCompany’s certificate of incorporation, as amended, eliminates, to the fullest extent permitted by the DGCL, a director’s personal liability to the registrantCompany or its stockholders for monetary damages for breach of fiduciary duty as a director.
In addition, the registrant’sCompany’sby-laws provide that the registrantCompany will indemnify its officers and directors to the full extent permitted by the laws of the State of Delaware and the employment agreements with the registrant’sCompany’s executive officers and indemnification agreements between the registrantCompany and its directors and certain of its officers provide that the registrantCompany will indemnify them to the full extent provided by the General Corporation Law of the State of Delaware.
The Company maintains directors’ and officers’ liability insurance which covers certain liabilities, including liabilities to iCAD and its stockholders.
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Act, may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
Item 16. Exhibits.
A list of exhibits filed with this registration statement on FormS-3 is set forth in the Exhibit Index below and is incorporated into this Item 16 by reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;Act;
ii.(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thethis registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.statement; and
iii.(iii) To include any material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), 424(b)(5), or 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), 415(a)(1)(vii), or 415(a)(1)(x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(5) Each(d) The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B(1) or other than prospectuses filed in reliance on Rule 430A,(4) or 497(h) under the Securities Act shall be deemed to be part of and included in thethis registration statement as of the datetime it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.declared effective.
(6) That, for(2) For the purpose of determining any liability of the registrant under the Securities Act, each post-effective amendment that contains a form of 1933prospectus shall be deemed to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that inbe a primary offering of securities of the undersigned registrant pursuant to thisnew registration statement regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the securities offered therein, and the offering requiredof such securities at that time shall be deemed to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the initial bona fide offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.thereof.
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EXHIBIT INDEX
* | To be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein. |
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on the 31st10th day of January,2019.January, 2020.
iCAD, Inc. | ||
By: | /s/ | |
Name: | ||
Title: | Chief |
Each person whose signature appears below constitutes and appoints and hereby authorizes each of Michael Klein and R. Scott Areglado, and each of them individually, as such person’s true and lawfulattorney-in-fact, with full power of substitution or resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments to this registration statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto saidattorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact, and each of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
/s/ Michael Klein Michael Klein | Chief Executive Officer and Director (Principal Executive Officer) | January | ||
/s/ R. Scott Areglado R. Scott Areglado | January | |||
/s/ Rakesh Patel
| Director | January | ||
/s/
| Director | January | ||
/s/ Susan Wood
| Director | January |
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