UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): March 22, 2018
iCAD, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-9341 | | 02-0377419 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
98 Spit Brook Road, Suite 100
Nashua, NH 03062
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(603) 882-5200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On March 22, 2018, iCAD, Inc. (the “Company”) executed a First Loan Modification Agreement (the “Amendment”) to its August 7, 2017 Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). The Amendment, among other things, (i) modified the minimumsix-month trailing net revenue covenants for each fiscal quarter in 2018 so that they are based on minimum revenues from the Company’s detection business, (ii) added a covenant to the Loan Agreement requiring the Company to maintain a minimum level ofsix-month trailing Adjusted EBITDA for each fiscal quarter in 2018, (iii) increased the final payment fee from 7% to 8% of the original principal amount of the loans advanced under the Loan Agreement, (iv) extended the date to draw the second advance under the Loan Agreement from July 30, 2018 to June 30, 2019, (v) modified the second advance revenue milestone and (vi) extended the maturity date of the second advance loan from August 7, 2021 to March 1, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant |
The disclosure in Item 1.01 is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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 hereunto duly authorized.
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| | | | | | iCAD, INC. |
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| Dated: March 23, 2018 | | | | | | /s/ Richard Christopher |
| | | | | | Richard Christopher |
| | | | | | Chief Financial Officer |
