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)
March 1 , 2007

iCAD, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

1-9341
02-0377419
(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)
 
  
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1.01. Entry into a Material Definitive Agreement

On March 1, 2007 iCAD, Inc. (the “Company”) and its Chairman of the Board, Robert Howard, agreed to extend the expiration date of the loan agreement under which Mr. Howard has agreed to advance funds to the Company, or to provide guarantees of advances made by third parties in an amount up to $5,000,000 (“Loan Agreement”). The Loan Agreement now expires March 31, 2008, subject to extension by the parties. The foregoing description is qualified in its entirety by reference to the copy of the March 1, 2007 amendment to the Loan Agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On March 6, 2007 the Company issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2006. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits


Exhibit 99. 1 referenced below is being furnished pursuant to Item 2.02, is 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.
Description of Exhibit
 
10.1
 
Addendum No. 19 dated March 1, 2007, extending the Revolving Loan and Security Agreement, and Convertible Revolving Credit Promissory Note between Robert Howard and the Company dated October 26, 1987.

99.1
Press Release of iCAD, Inc., dated March 6, 2007.

 
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/ Darlene M. Deptula-Hicks
 
Darlene M. Deptula-Hicks
 
Executive Vice President of Finance, Chief Financial Officer

Date: March 7, 2007

 
EXHIBIT INDEX
 
Exhibit No.
Description of Document

10.1
Addendum No. 19 dated March 1, 2007 , extending the Revolving Loan and Security Agreement, and Convertible Revolving Credit Promissory Note between Robert Howard and the Company dated October 26, 1987.

99.1
Press Release of iCAD, Inc. dated March 6, 2007.