8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 2, 2019

iCAD, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-09341	02-0377419
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

98 Spit Brook Road, Suite 100, Nashua, New Hampshire	03062
(Address of Principal Executive Offices)	(Zip Code)

(603) 882-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 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.  ☐

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	ICAD	The NASDAQ Stock Market LLC

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2019, iCAD, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2019. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2019, the board of directors elected R. Scott Areglado to serve as Chief Financial Officer of the Company.

Mr. Areglado, age 55, has served as interim Chief Financial Officer since December 2018. Prior to this, he was Vice President and Corporate Controller from May 2011, and previously held the role of interim Chief Financial Officer from September 2016 to November 2016. From 2005 to 2010, Mr. Areglado served as Vice President and Controller at AMICAS, Inc., a NASDAQ-listed image and information management solutions company serving the healthcare industry, where he led financial statement preparation and accounting operations for the company, including support for the successful acquisition of the company by Merge Healthcare. Mr. Areglado has more than 25 years of experience in finance and accounting and was a Certified Public Accountant from 1990 to 2007. He received a Master of Business Administration degree from the Franklin W. Olin Graduate School of Business at Babson College and a Bachelor of Business Administration degree in Accounting from the University of Massachusetts, Amherst.

In connection with Mr. Areglado’s election to Chief Financial Officer, the Board approved (i) an annual base salary increase to $240,000 from $204,775, (ii) a grant of options to purchase 30,000 shares of common stock, exercisable in three equal annual installments beginning May 2, 2020, and (iii) an increase in target bonus to 35% of annual base salary, from 25% of annual base salary.

Item 7.01. Regulation FD Disclosure.

The information set forth in Items 2.02 and 5.02 above is incorporated by reference herein. On May 7, 2019, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and on May 6, 2019, the Company issued the press release that is furnished as Exhibit 99.2 to this Current Report on Form 8-K, each of which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibits 99.1 and 99.2 referenced below are being furnished pursuant to Item 2.02 and 7.01, respectively, are not to be considered filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

(d) Exhibits

Exhibit No.	Exhibit Description
99.l	Press Release dated May 7, 2019
99.2	Press Release dated May 6, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

iCAD, INC. (Registrant)
By:	/s/ Michael Klein
	Michael Klein Chief Executive Officer

Date: May 7, 2019

EX-99.1

Exhibit 99.1

iCAD REPORTS FIRST QUARTER 2019 FINANCIAL RESULTS

U.S. adoption of ProFound AI™, the Company’s deep-learning cancer detection software

solution for digital breast tomosynthesis, gaining traction

Conference call today at 8:30 a.m. ET

NASHUA, N.H. – May 7, 2019 – iCAD, Inc. (NASDAQ: ICAD), a global medical technology leader providing innovative cancer detection and therapy solutions, today reported financial results for the three months ended March 31, 2019.

First Quarter 2019 Highlights:

• Total revenue of approximately $6.7 million, an increase of 7% over first quarter of 2018

• Gross profit of $5.3 million, or 78% in the first quarter of 2018 as compared to $4.5 million or 71% in the first quarter of 2018.

• GAAP Net Loss of $3.7 million, or ($0.22) per diluted share, which includes a $2.5 million non-cash charge associated with the fair value accounting treatment of the Q4, 2018 convertible debentures

• Non-GAAP Adjusted EBITDA loss of ($0.6) million compared to non-GAAP Adjusted EBITDA loss of ($2.4) million in the first quarter of 2018.

“The first quarter represented a successful transformational period for us during which we put in place many of the initiatives that we believe will allow us to ultimately recognize the substantial growth potential from our innovative technology platform, both in Cancer Detection and Cancer Therapy,” said Michael Klein, Chairman and CEO. “We have made important investments in human capital and are executing on a variety of strategies aimed at increasing market awareness, especially as it relates to ProFound AI^™, our latest, deep-learning, cancer detection software solution for digital breast tomosynthesis, which we recently launched in the U.S. In order to best support the ProFound AI launch, we recently completed an organizational restructure, making strategic additions throughout our company, including commercial infrastructure, marketing, business development, and medical affairs. Our goal is to be in a position to gain meaningful traction with this product in the second half of 2019.”

“While the first quarter was a transformational period for us, we are pleased with our overall financial performance,” continued Mr. Klein. “In the Detection segment, our first quarter 2019 product revenues increased $300,000, or 12%, year-over-year, suggesting that we are gaining traction with Profound AI. Our Therapy business continues to generate strong results, as product sales in this segment increased $507,000 or 97% in the first quarter of 2019, as compared to the first quarter of 2018. This growth was driven by the placement of 10 systems in the quarter”

“We achieved significant progress on multiple fronts during the first quarter. We continue to make targeted investments in our organization that will accelerate growth over the course of 2019 and create a sustainable leadership position for iCAD long-term in high-growth global markets,” concluded Mr. Klein.

First Quarter 2019 Financial Results

Revenue: Total revenue for the first quarter of 2019 increased $0.5 million, or 7%, over the first quarter of 2018, reflecting a 27% increase in product revenue and an 11% decrease in service and supplies revenue.

In $000’s
	Three months ended March 31,
	2019		2018		$ Change			% Change
Product revenue	$	3,822	$	3,014	$	808			27	%
Service and supplies revenue		2,951		3,299		(348	)		(11	)%
Total Revenue	$	6,773	$	6,313	$	460			7	%

Cancer Detection revenue for the first quarter, which includes revenue from our mammography, breast density, and CT Colon platforms, as well as the associated service and supplies revenue, increased by approximately $0.2 million as compared to the first quarter of 2018, driven by growth in the Company’s Density and 3D imaging products. Therapy revenue, which includes Xoft^® Axxent^® eBx^® System^® sales, as well as the associated service and supplies revenue, for the first quarter of 2019, increased by $0.3 million as compared to the first quarter of 2018.

In $000’s
	Three months ended March 31,
	2019		2018		$ Change			% Change
Detection revenue
Product revenue	$	2,790	$	2,489	$	301			12	%
Service and supplies revenue		1,378		1,522		(144	)		(9	)%
Detection Revenue	$	4,168	$	4,011	$	157			4	%
Therapy revenue
Product revenue	$	1,032	$	525	$	507			97	%
Service and supplies revenue		1,573		1,777		(204	)		(11	)%
Therapy Revenue	$	2,605	$	2,302	$	303			13	%
Total Revenue	$	6,773	$	6,313	$	460			7	%

Gross Profit: Gross profit for the first quarter of 2019 was $5.3 million, or 78% of revenue, compared with $4.5 million, or 71% of revenue, for the first quarter of 2018. The year-over-year increase in gross profit percentage change is primarily due to incremental gross profit margin associated with the Company’s exit in 2018 from the unprofitable Xoft skin subscription service business.

Operating Expenses: Total operating expenses for the first quarter of 2019 decreased by $1.3 million to $6.3 million from $7.6 million in the first quarter of 2018. The decrease was due

primarily to decreases in engineering and product development costs, and general and administrative expenses offset by increased marketing and sales expenses.

GAAP Net Loss: Net loss for the first quarter of 2019 was ($3.7) million, or ($0.22) per diluted share, compared with a net loss of ($3.3) million, or ($0.20) per diluted share, for the first quarter of 2018. GAAP Net Loss includes a $2.5 million non-cash charge associated with the fair value accounting treatment of our convertible debentures issued in December 2018.

Non-GAAP Adjusted EBITDA: Non-GAAP adjusted EBITDA, a non-GAAP financial measure as defined below, for the first quarter of 2019 was a loss of ($0.6) million, compared to a first quarter 2018 non-GAAP adjusted EBITDA loss of ($2.4) million. Please refer to the section entitled “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures” and the accompanying financial table included at the end of this release for a reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA results for the three-month periods ended March 31, 2019 and 2018, respectively.

Cash and Cash Equivalents: As of March 31, 2019, the Company had cash and cash equivalents of $11.3 million, compared with cash and cash equivalents of $12.2 million at December 31 2018.

Conference Call

Tuesday, May 7th @ 8:30am Eastern Time

Domestic:     877-407-0784

International:     201-689-8560

Conference ID:    13689511

Webcast:     http://public.viavid.com/index.php?id=133942

Use of Non-GAAP Financial Measures

In its quarterly news releases, conference calls, slide presentations or webcasts, the Company may use or discuss non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measures most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the condensed consolidated financial statements. When analyzing the Company’s operating performance, investors should not consider these non-GAAP measures as a substitute for the comparable financial measures prepared in accordance with GAAP. The Company’s quarterly news releases containing such non-GAAP reconciliations can be found on the Investors section of the Company’s website at www.icadmed.com.

About iCAD, Inc.

Headquartered in Nashua, NH, iCAD is a global medical technology leader providing innovative cancer detection and therapy solutions. For more information, visit www.icadmed.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this News Release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to our ability to achieve sales, business and strategic goals and objectives, to increase sales, accelerate growth,

increase brand recognition, the impact of supply and manufacturing constraints or difficulties, uncertainty of future sales levels, protection of patents and other proprietary rights, product market acceptance, possible technological obsolescence of products, increased competition, litigation and/or government regulation, changes in Medicare or other reimbursement policies, risks relating to our existing and future debt obligations, competitive factors, the effects of a decline in the economy or markets served by the Company; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The words “believe,” “demonstrate,” “intend,” “expect,” “estimate,” “will,” “continue,” “anticipate,” “likely,” “seek,” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. The Company is under no obligation to provide any updates to any information contained in this release. For additional disclosure regarding these and other risks faced by iCAD, please see the disclosure contained in our public filings with the Securities and Exchange Commission, available on the Investors section of our website at http://www.icadmed.com and on the SEC’s website at http://www.sec.gov.

Contact:

Investor Relations:

LifeSci Advisors, on behalf of iCAD, Inc.

Jeremy Feffer, (212) 915-2568

jeremy@lifesciadvisors.com

iCAD, Inc.

603.882.5200

pr@icadmed.com

iCAD, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	March 31,			December 31,
Assets	2019			2018
Current assets:
Cash and cash equivalents	$	11,315		$	12,185
Trade accounts receivable, net of allowance for doubtful accounts of $177 in 2019 and $177 in 2018		7,401			6,403
Inventory, net		1,990			1,587
Prepaid expenses and other current assets		1,377			1,045
Total current assets		22,083			21,220
Property and equipment, net of accumulated depreciation of $6,283 in 2019 and $6,214 in 2018		511			552
Right of use Assets		731			—
Other assets		53			53
Intangible assets, net of accumulated amortization of $7,903 in 2019 and $7,809 in 2018		1,456			1,550
Goodwill		8,362			8,362
Total Assets	$	33,196		$	31,737
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,484		$	1,154
Accrued and other expenses		5,416			5,060
Notes payable—current portion		2,250			1,851
Lease payable—current portion		806			15
Deferred revenue		5,104			5,165
Total current liabilities		15,060			13,245
Notes payable, long-term portion		3,694			4,254
Convertible debentures payable to non-related parties, at fair value		8,637			6,300
Convertible debentures payable to related parties, at fair value		858			670
Lease payable—long-term portion		32			38
Deferred revenue, long-term portion		346			331
Deferred tax		3			3
Total Liabilities		28,630			24,841
Stockholders’ Equity:
Preferred stock, $ .01 par value: authorized 1,000,000 shares; none issued.		—			—
Common stock, $ .01 par value: authorized 30,000,000 shares; issued 17,500,265 in 2019 and 17,066,510 in 2018; outstanding 17,314,434 in 2019 and 16,880,679 in 2018		175			171
Additional paid-in capital		220,297			218,914
Accumulated deficit		(214,491	)		(210,774	)
Treasury stock at cost, 185,831 shares in 2019 and 2018		(1,415	)		(1,415	)
Total Stockholders’ Equity		4,574			6,896
Total Liabilities and Stockholders’ Equity	$	33,196		$	31,737

iCAD, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands except for per share data)

	Three Months Ended March 31,
	2019			2018
Revenue:
Products	$	3,822		$	3,014
Service and supplies		2,951			3,299
Total revenue		6,773			6,313
Cost of revenue:
Products		680			458
Service and supplies		717			1,252
Amortization and depreciation		94			105
Total cost of revenue		1,491			1,815
Gross profit		5,282			4,498
Operating expenses:
Engineering and product development		2,127			3,339
Marketing and sales		2,573			2,166
General and administrative		1,546			2,058
Amortization and depreciation		70			83
Total operating expenses		6,316			7,646
Loss from operations		(1,034	)		(3,148	)
Interest expense		(209	)		(142	)
Loss on fair value of convertible debentures		(2,525	)		—
Other income		59			22
Other expense, net		(2,675	)		(120	)
Loss before income tax expense		(3,709	)		(3,268	)
Tax expense		(8	)		(13	)
Net loss and comprehensive loss	$	(3,717	)	$	(3,281	)
Net loss per share:
Basic	$	(0.22	)	$	(0.20	)
Diluted	$	(0.22	)	$	(0.20	)
Weighted average number of shares used in computing loss per share:
Basic		17,200			16,583
Diluted		17,200			16,583

iCAD, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	For the three months ended March 31,
	2019			2018
Cash flow from operating activities:
Net loss	$	(3,717	)	$	(3,281	)
Adjustments to reconcile net loss to net cash used for operating activities:
Amortization		95			92
Depreciation		69			96
Bad debt provision		—			85
Inventory obsolescence reserve		—			(2	)
Stock-based compensation expense		212			391
Amortization of debt discount and debt costs		39			64
Change in fair value of convertible debentures		2,525			—
Deferred tax		—			(8	)
Loss on disposal of assets		—			12
Changes in operating assets and liabilities
Accounts receivable		(998	)		1,262
Inventory		(403	)		(72	)
Prepaid and other current assets		(333	)		59
Accounts payable		330			177
Accrued expenses		414			186
Deferred revenue		(46	)		298
Total adjustments		1,896			2,640
Net cash used for operating activities		(1,813	)		(641	)
Cash flow from investing activities:
Additions to patents, technology and other		(1	)		(2	)
Additions to property and equipment		(28	)		(22	)
Net cash used for investing activities		(29	)		(24	)
Cash flow from financing activities:
Stock option exercises		1,175			—
Taxes paid related to restricted stock issuance		—			(57	)
Principal payments of capital lease obligations		(3	)		(3	)
Principal repayment of debt financing, net		(200	)		—
Net cash provided by (used for) financing activities		972			(60	)
Decrease in cash and equivalents		(870	)		(725	)
Cash and equivalents, beginning of period		12,185			9,387
Cash and equivalents, end of period	$	11,315		$	8,662

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures

The Company reports its financial results in accordance with United States generally accepted accounting principles, or GAAP. However, management believes that in order to understand the Company’s short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items, when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and/or impact on continuing operations. Management also uses results of operations before such items to evaluate the operating performance of the Company and compare it against past periods, make operating decisions, and serve as a basis for strategic planning. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in the Company’s ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of the Company’s ongoing business with prior periods more difficult, obscure trends in ongoing operations or reduce management’s ability to make useful forecasts. Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing the Company’s financial and operational performance and comparing this performance to its peers and competitors.

Management defines “Non-GAAP Adjusted EBITDA” as the sum of GAAP Net Loss before provisions for interest expense, other income, stock-based compensation expense, depreciation and amortization, tax expense, severance, gain on sale of assets, loss on disposal of assets, acquisition and litigation related expenses. Management considers this non-GAAP financial measure to be an indicator of the Company’s operational strength and performance of its business and a good measure of its historical operating trends, in particular the extent to which ongoing operations impact the Company’s overall financial performance.

The non-GAAP financial measures do not replace the presentation of the Company’s GAAP financial results and should only be used as a supplement to, not as a substitute for, the Company’s financial results presented in accordance with GAAP. The Company has provided a reconciliation of each non-GAAP financial measure used in its financial reporting and investor presentations to the most directly comparable GAAP financial measure.

Management excludes each of the items identified below from the applicable non-GAAP financial measure referenced above for the reasons set forth with respect to that excluded item:

• Interest expense: The Company excludes interest expense which includes interest from the facility agreement, interest on capital leases and interest on the convertible debentures from its non-GAAP Adjusted EBITDA calculation.

• Stock-based compensation expense: excluded as these are non-cash expenses that management does not consider part of ongoing operating results when assessing the performance of the Company’s business, and also because the total amount of expense is partially outside of the Company’s control as it is based on factors such as stock price volatility and interest rates, which may be unrelated to our performance during the period in which the expense is incurred.

• Amortization and Depreciation: Purchased assets and intangibles are amortized over a period of several years and generally cannot be changed or influenced by management after they are acquired. Accordingly, these non-cash items are not considered by management in making operating decisions, and management believes that such expenses do not have a direct correlation to future business operations. Thus, including such charges does not accurately reflect the performance of the Company’s ongoing operations for the period in which such charges are incurred.

• Severance relates to costs incurred due to the termination of certain employees. The Company provides compensation to certain employees as an accommodation upon termination of employment without cause.

Management believes that excluding severance costs from operating results provides investors with a better means for measuring current Company performance.

• Loss on fair value of convertible debentures. The Company excludes this non-cash item as it is not considered by management in making operating decisions, and management believes that such item does not have a direct correlation to future business operations.

• Acquisition related: relates to professional service fees associated with acquisitions. The Company does not consider these acquisition-related costs to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets.

• Litigation related: These expenses consist primarily of settlement, legal and other professional fees related to litigation. The Company excludes these costs from its non-GAAP measures primarily because the Company believes that these costs have no direct correlation to the core operations of the Company.

On occasion in the future, there may be other items, such as significant asset impairments, restructuring charges or significant gains or losses from contingencies that the Company may exclude if it believes that doing so is consistent with the goal of providing useful information to investors and management.

Non-GAAP Adjusted EBITDA

Set forth below is a reconciliation of the Company’s “Non-GAAP Adjusted EBITDA”

(Unaudited)

(In thousands except for per share data)

	Three Months Ended March 31,
	2019			2018
GAAP Net Loss	$	(3,717	)	$	(3,281	)
Interest Expense		209			142
Other income		(59	)		(22	)
Stock Compensation		212			391
Depreciation		69			96
Amortization		95			92
Tax expense		8			13
Severance		—			144
Loss of fair value of convertible debentures		2,525			—
Loss on sale of Asset		—			12
Litigation related		72			42
Non-GAAP Adjusted EBITDA	$	(586	)	$	(2,371	)

	Three Months Ended March 31,
	2019			2018
GAAP Net Loss	$	(3,717	)	$	(3,281	)
Adjustments to Net Loss:
Severance		—			144
Loss of fair value of convertible debentures		2,525			—
Loss on sale of Asset		—			12
Litigation		72			42
Non-GAAP Adjusted Net Loss	$	(1,112	)	$	(3,083	)
Net Loss per share
GAAP Net Loss per share	$	(0.22	)	$	(0.20	)
Adjustments to Net Loss (as detailed above)		0.15			0.01
Non-GAAP Adjusted Net Loss per share	$	(0.07	)	$	(0.19	)

EX-99.2

Exhibit 99.2

iCAD APPOINTS R. SCOTT AREGLADO AS CHIEF FINANCIAL OFFICER

NASHUA, N.H. — May 6, 2019 – iCAD, Inc. (NASDAQ: ICAD), a global medical technology leader providing innovative cancer detection and therapy solutions, today appointed R. Scott Areglado as Chief Financial Officer. Mr. Areglado has been serving as interim Chief Financial Officer since December 2018, and previously held the role of Corporate Controller at iCAD since May 2011.

“Scott has consistently demonstrated the vision and leadership we sought for this role, and we are pleased to appoint him as Chief Financial Officer,” said Michael Klein, Executive Chairman and Chief Executive Officer. “Scott’s financial expertise has been instrumental as we’ve executed on the appropriate infrastructure investments to support the successful U.S. commercial launch of ProFound AI^™, our latest, deep-learning, cancer detection software solution for digital breast tomosynthesis. We look forward to further significant contributions from Scott as our business continues to grow.”

Mr. Areglado has served as interim Chief Financial Officer since December 2018. Prior to this, he was Vice President and Corporate Controller from May 2011, and previously held the role of interim Chief Financial Officer from September 2016 to November 2016. From 2005 to 2010, Mr. Areglado served as Vice President and Controller at AMICAS, Inc., a NASDAQ-listed image and information management solutions company serving the healthcare industry, where he led the financial statement preparation and accounting operations for the company, including support for the successful acquisition of the company by Merge Healthcare. Mr. Areglado has more than 25 years of experience in finance and accounting and was a Certified Public Accountant from 1990 to 2007. He received a Master of Business Administration degree from the Franklin W. Olin Graduate School of Business at Babson College and a Bachelor of Business Administration degree in Accounting from the University of Massachusetts, Amherst.

About iCAD, Inc.

Headquartered in Nashua, N.H., iCAD is a global medical technology leader providing innovative cancer detection and therapy solutions. For more information, visit www.icadmed.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this News Release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited, to the Company’s ability to defend itself in litigation matters, to achieve business and strategic objectives, the risks of uncertainty of patent protection, the impact of supply and manufacturing constraints or difficulties, uncertainty of future sales levels, protection of patents and other proprietary rights, the impact of supply and manufacturing constraints or difficulties, product market acceptance, possible technological obsolescence of products, increased competition, litigation and/or government regulation, changes in Medicare or other reimbursement policies, risks relating to our existing and future debt obligations, competitive factors, the effects of a decline in the economy or markets served by the Company; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The words “believe,” “demonstrate,” “intend,” “expect,” “estimate,” “will,” “continue,” “anticipate,” “likely,” “seek,” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. The Company is under no obligation to provide any updates to any information contained in this release. For additional disclosure regarding these and other risks faced by iCAD, please see the disclosure contained in our public filings with the Securities and Exchange Commission, available on the Investors section of our website at http://www.icadmed.com and on the SEC’s website at http://www.sec.gov.

98 Spit Brook Road, Suite 100 Nashua, NH 03062

phone: 603.882.5200 toll free: 866.280.2239 fax: 603.218.6658

www.icadmed.com

Contact:

Media Inquiries:

iCAD, Inc.

603.882.5200

pr@icadmed.com

or

Investor Relations:

LifeSci Advisors

Jeremy Feffer

(212) 915-2568

jeremy@lifesciadvisors.com

98 Spit Brook Road, Suite 100 Nashua, NH 03062

phone: 603.882.5200 toll free: 866.280.2239 fax: 603.218.6658

www.icadmed.com