Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 2019, iCAD, Inc. (the “Company”) entered into an underwriting agreement (the “Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”) in connection with a registered firm commitment underwritten public offering (the “Offering”) of 1,636,364 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). Subject to the terms and conditions of the Agreement, the Company has agreed to sell to the Underwriter, and the Underwriter has agreed to purchase from the Company, an aggregate of 1,636,364 shares of Common Stock at a price of $5.17 per share, and the price to the public was $5.50 per share. Pursuant to the Agreement, the Company also granted the Underwriter a 30-day option to purchase up to 245,454 additional shares of its Common Stock to cover over-allotments, if any. The Company expects to close the sale of the Common Stock on June 17, 2019, subject to customary closing conditions.
The Company estimates net proceeds from the offering to be approximately $8.3 million (assuming no exercise of the Underwriter’s option to purchase additional shares of Common Stock), after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The offering of the Company’s shares of Common Stock was registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the shelf registration statement on FormS-3 (FileNo. 333-228514), declared effective by the Securities and Exchange Commission on December 4, 2018, including the preliminary prospectus supplement dated June 12, 2019.
The Agreement contains customary representations, warranties, conditions to closing, indemnification obligations, including for liabilities under the Act, and other agreements and obligations of the parties.
Pursuant to the terms of the Agreement and relatedlock-up agreements, the Company and all of its directors and executive officers also agreed not to sell or transfer any Common Stock held by them for 90 days after June 13, 2019 without first obtaining the written consent of the Underwriter, subject to certain exceptions, extensions and terms as set forth in the Agreement.
A copy of the Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference, and the foregoing description of the terms of the Agreement is qualified in its entirety by reference to such exhibit.
Item 7.01 Regulation FD Disclosure
On June 12, 2019, the Company issued a press release announcing the launch of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
On June 13, 2019, the Company issued a press release announcing the pricing of the Common Stock in the Offering. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits(d) Exhibits.
