UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 Rule 12b-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 July 15, 2021, the stockholders of iCAD, Inc. (the “Company”) approved an amendment to the Company’s 2016 Stock Incentive Plan, as amended (the “2016 Plan”), to increase the number of shares of common stock available to 2016 Plan participants thereunder from 2,600,000 shares to 4,700,000 shares and to increase the aggregate number of incentive stock options available thereunder from 1,000,000 to 2,000,000. The foregoing is merely a summary of the amendment to the 2016 Plan, and is qualified in its entirety by reference to the amendment to the 2016 Plan which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 15, 2021, the stockholders of the Company approved and adopted an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to increase the Company’s authorized shares of common stock, par value $0.01 per share, from 30,000,000 shares to 60,000,000 shares. The foregoing is merely a summary of the amendment to the Certificate of Incorporation, and is qualified in its entirety by reference to the amendment to the Certificate of Incorporation which is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. On July 21, 2021, the Company filed the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware and the amendment was effective upon filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 15, 2021, the Company held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 24,966,268 and there were present at the Meeting, in person or by proxy, 20,019,687 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
(1) to elect Michael Klein, Nathaniel Dalton, Dr. Rakesh Patel, Andy Sassine and Dr. Susan Wood to the board of directors of the Company until the next annual meeting of stockholders;
(2) to approve and adopt an amendment to the Certificate of Incorporation to increase the authorized shares of common stock from 30,000,000 to 60,000,000;
(3) to approve an amendment to the Company’s 2016 Stock Incentive Plan, as amended, to increase the number of shares of common stock available to 2016 Plan participants thereunder from 2,600,000 shares to 4,700,000 shares and to increase the aggregate number of incentive stock options available thereunder from 1,000,000 to 2,000,000;
(4) to approve, by non-binding advisory vote, the resolution approving named executive officer compensation; and
(5) to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2021.
The final results of the stockholders votes at the Meeting are set forth below:
Proposal 1: Election of Directors
| NOMINEE |
FOR |
WITHHELD |
BROKER NON-VOTES | |||
| Michael Klein |
12,521,337 | 280,597 | 7,217,753 | |||
| Nathaniel Dalton |
12,213,574 | 588,360 | 7,217,753 | |||
| Dr. Rakesh Patel |
6,181,722 | 6,620,212 | 7,217,753 | |||
| Andy Sassine |
10,133,114 | 2,668,820 | 7,217,753 | |||
| Dr. Susan Wood |
12,541,836 | 260,098 | 7,217,753 |
Proposal 2: Amendment of Certificate of Incorporation
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 19,010,893 |
986,589 | 22,205 | n/a |
2
Proposal 3: Approval of Amendment to the 2016 Plan
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 11,655,623 |
1,077,058 | 69,253 | 7,217,753 |
Proposal 4: Approval of Resolution Approving Named Executive Officer Compensation
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 12,316,229 |
404,715 | 80,990 | 7,217,753 |
Proposal 5: Ratification of Appointment of BDO USA, LLP as Independent Registered Public Accounting Firm
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 19,942,751 |
68,569 | 8,367 | n/a |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amendment to Certificate of Incorporation | |
| 10.1 | Amendment to 2016 Stock Incentive Plan, as amended | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| iCAD, INC. (Registrant) | ||
| By: | /s/ Michael Klein | |
| Michael Klein Chief Executive Officer | ||
Date: July 21, 2021
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF ICAD, INC.
Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
The undersigned, being a duly authorized officer of iCAD, Inc. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended by striking out the first sentence of Article FOURTH thereof and by substituting in lieu thereof a new first sentence reading as follows:
“FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is Sixty One Million (61,000,000), of which Sixty Million (60,000,000) shares shall be Common Stock, par value $0.01 per share (“Common Stock”), and One Million (1,000,000) shares shall be Preferred Stock, par value $.01 per share (“Preferred Stock”).
2. That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders.
Dated: July 21, 2021
| iCAD, Inc. | ||
| By: | /s/ Michael Klein | |
| Name: Michael Klein | ||
| Title: Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO THE
2016 STOCK INCENTIVE PLAN
OF ICAD, INC.
This Amendment (this “Amendment”) to the iCAD, Inc. 2016 Stock Incentive Plan (as may be amended from time to time, the “Plan”) is made as of July 15, 2021 (the “Effective Date”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.
WHEREAS, Section 18 of the Plan provides that the Plan may be amended, from time to time, subject to approval of such amendment by the Company stockholders;
WHEREAS, the Company stockholders approved the Amendment at the 2021 Annual Meeting of Stockholders on July 15, 2021;
NOW THEREFORE, pursuant to Section 18 of the Plan, the Plan is hereby amended as follows, effective as of the Effective Date:
| 1. | Section 3(a) of the Plan is amended and restated in its entirety as follows: |
(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 4,700,000 shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited, canceled or otherwise terminated (other than by exercise or withheld to cover the exercise price or tax withholdings, as described below) under the Plan shall be added back to the shares of Stock available for issuance under the Plan. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: (i) shares tendered or held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, and (ii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 1,000,000 shares of Stock may be granted to any one individual grantee during any one calendar year period, no more than 2,000,000 shares of the Stock may be issued in the form of Incentive Stock Options, and no more than 120,000 shares of Stock may be issued pursuant to Awards to Non-Employee Directors in any calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment to the iCAD, Inc. 2016 Stock Incentive Plan, as amended, as of the date first indicated above.
| iCAD, Inc. | ||
| By: | /s/ Michael Klein | |
| Name: Michael Klein | ||
| Title: Chief Executive Officer | ||
Document and Entity Information |
Jul. 15, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | ICAD INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000749660 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Jul. 15, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-09341 |
| Entity Tax Identification Number | 02-0377419 |
| Entity Address, Address Line One | 98 Spit Brook Road |
| Entity Address, Address Line Two | Suite 100 |
| Entity Address, City or Town | Nashua |
| Entity Address, State or Province | NH |
| Entity Address, Postal Zip Code | 03062 |
| City Area Code | (603) |
| Local Phone Number | 882-5200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value |
| Trading Symbol | ICAD |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |