UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission file number
iCAD, Inc.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging growth company or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| 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 ☐.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
As of the close of business on May 6, 2025, there were
INDEX
| Page |
||
| PART I |
||
| Item 1 |
||
| Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2025 and December 31, 2024 |
||
| Notes to Condensed Consolidated Financial Statements (unaudited) |
||
| Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
| Item 3 |
||
| Item 4 |
||
| PART II |
||
| Item 1A |
||
| Item 5 | Other Information | 23 |
| Item 6 |
||
Unless the context otherwise requires, the terms “iCAD”, the “Company”, “we”, “our”, “registrant”, and “us” mean iCAD, Inc. and its consolidated subsidiaries.
Condensed Consolidated Balance Sheets
(In thousands, except for share and per share data)
(Unaudited)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade accounts receivable, net of allowance for credit losses of $ as of both March 31, 2025 and December 31, 2024 | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ and $ as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Operating lease assets | ||||||||
| Other assets | ||||||||
| Intangible assets, net of accumulated amortization of $ and $ as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued and other expenses | ||||||||
| Lease payable—current portion | ||||||||
| Deferred revenue—current portion | ||||||||
| Total current liabilities | ||||||||
| Lease payable, net of current | ||||||||
| Deferred revenue, net of current | ||||||||
| Deferred tax | ||||||||
| Other | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Notes 8 and 11) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value: authorized shares; issued. | ||||||||
| Common stock, $ par value: authorized shares; issued and as of March 31, 2025 and December 31, 2024, respectively; outstanding and as of March 31, 2025 and December 31, 2024, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock at cost, shares as of both March 31, 2025 and December 31, 2024 | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Operations
(In thousands, except for per share data)
(Unaudited)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Revenue: |
||||||||
| Products and licenses |
$ | $ | ||||||
| Services |
||||||||
| Total revenue |
||||||||
| Cost of revenue: |
||||||||
| Products and licenses |
||||||||
| Services |
||||||||
| Amortization and depreciation |
||||||||
| Total cost of revenue |
||||||||
| Gross profit |
||||||||
| Operating expenses: |
||||||||
| Engineering and product development |
||||||||
| Marketing and sales |
||||||||
| General and administrative |
||||||||
| Amortization and depreciation |
||||||||
| Total operating expenses |
||||||||
| Loss from operations |
( |
) | ( |
) | ||||
| Other income (expense): |
||||||||
| Interest income |
||||||||
| Other income (expense), net |
||||||||
| Other income (expense), net |
||||||||
| Loss before provision for income taxes |
( |
) | ( |
) | ||||
| Provision for income taxes |
( |
) | ||||||
| Net loss and comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
| Net loss per share: |
||||||||
| Net loss per share, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
| Weighted average number of shares used in computing loss per share: |
||||||||
| Basic and diluted |
||||||||
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except shares)
(Unaudited)
| For the three months ended March 31, 2025 | ||||||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||||||
| Number of | Paid-in | Accumulated | Treasury | Stockholders’ | ||||||||||||||||||||
| Shares Issued | Par Value | Capital | Deficit | Stock | Equity | |||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of common stock, net of issuance costs of $ | ||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| For the three months ended March 31, 2024 |
||||||||||||||||||||||||
| Common Stock |
Additional |
|||||||||||||||||||||||
| Number of |
Paid-in |
Accumulated |
Treasury |
Stockholders’ |
||||||||||||||||||||
| Shares Issued |
Par Value |
Capital |
Deficit |
Stock |
Equity |
|||||||||||||||||||
| Balance at December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
| Balance at March 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| For the Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Cash flow from operating activities: |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used for operating activities: |
||||||||
| Amortization |
||||||||
| Depreciation |
||||||||
| Non-cash lease expense |
||||||||
| Bad debt provision |
||||||||
| Stock-based compensation |
||||||||
| Deferred tax |
( |
) | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ||||||
| Inventory |
||||||||
| Prepaid and other assets |
( |
) | ( |
) | ||||
| Accounts payable |
( |
) | ||||||
| Accrued and other expenses |
( |
) | ||||||
| Lease liabilities |
( |
) | ( |
) | ||||
| Deferred revenue |
( |
) | ||||||
| Total adjustments |
||||||||
| Net cash provided by (used for) operating activities |
( |
) | ||||||
| Cash flow from investing activities: |
||||||||
| Proceeds from sale of business |
||||||||
| Additions to property and equipment |
( |
) | ( |
) | ||||
| Capitalization of internal-use software development costs |
( |
) | ( |
) | ||||
| Net cash provided by (used for) investing activities |
( |
) | ||||||
| Cash flow from financing activities: |
||||||||
| Proceeds from issuances of common stock, net of issuance costs |
||||||||
| Net cash provided by financing activities |
||||||||
| Increase (decrease) in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents, beginning of period |
||||||||
| Cash and cash equivalents, end of period |
$ | $ | ||||||
| Supplemental disclosure of cash flow information: |
||||||||
| Right-of-use asset obtained in exchange for operating lease liability |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
iCAD, INC. AND SUBSIDIARIES
(In thousands, except for share and per share data or as noted)
Notes to Condensed Consolidated Financial Statements:
Note 1 – Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of iCAD, Inc. and its subsidiaries (“iCAD” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. It is reasonably possible that changes may occur in the near term that would affect management’s estimates with respect to assets and liabilities. In the opinion of the Company’s management, these unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position of the Company at March 31, 2025, the results of operations of the Company for the three months ended March 31, 2025 and 2024, cash flows of the Company for the three months ended March 31, 2025 and 2024, and stockholders’ equity of the Company for the three months ended March 31, 2025 and 2024.
The Company had recorded $
As discussed in Note 12, on April 15, 2025, the Company entered into an agreement to be acquired by RadNet, Inc.
Although the Company believes that the disclosures made in these interim financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with US GAAP has been omitted as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025. The results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any interim or any future period.
Principles of Consolidation and Business Segments
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, iCAD France, LLC. All material inter-company transactions and balances have been eliminated in consolidation. The Company operates one reporting segment: Cancer Detection (“Detection”). The Detection segment consists of advanced image analysis and workflow products for the detection of cancer.
Risk and Uncertainty
In late February 2022, Russian military forces launched significant military action against Ukraine. In early October 2023, an armed conflict between Hamas-led Palestinian militant groups and Israeli military forces broke out with a Hamas attack on southern Israel, to which Israeli military forces retaliated. Sustained conflict and disruption in each region has continued through March 31, 2025 and beyond. Economic, civil, military and political uncertainty may arise or increase in regions where the Company operates or derives revenue. Further, countries from which the Company derives revenue may experience military action and/or civil and political unrest; may be subject to government export controls, economic sanctions, embargoes, or trade restrictions; and experience currency, inflation, and interest rate uncertainties. While the impact to the Company has been limited to date, it is not possible to predict the potential outcome should the conflict expand and/or additional sanctions be imposed. For the three months ended March 31, 2025 and 2024, approximately
We purchase components of our products from U.S. domestic sources, as well as various global sources. The current U.S. presidential administration has proposed and enacted a number of tariffs on products and raw materials from various countries, which could increase our production costs. If tariffs make purchases of materials from certain jurisdictions untenable, we may also need to obtain materials from other sources, when possible, which could also increase our costs and delay our planned clinical trials and manufacture of our products and product candidates. While the impact to the Company has been limited to date, it is not possible to predict the impact of potential tariffs on the Company’s business and operations.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the disclosure requirements related to the new standard.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (ASU 2024-03). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement, but requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the disclosure requirements related to the new standard.
Note 2 – Fair Value Measurements
The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurement and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company applies the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following:
| • | Level 1 - Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| • | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value |
|
| The assigned level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Money market funds included in cash and cash equivalents in the accompanying consolidated balance sheet are considered a Level 1 measurement as they are valued at quoted market prices in active markets. |
|
| The following table sets forth the Company’s assets which are measured at fair value on a recurring basis by level within the fair value hierarchy: |
Fair Value Measurements as of March 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Money market accounts | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
Fair Value Measurements as of December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Money market accounts | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
There were
Note 3 - Revenue
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services and excludes any sales incentives or taxes collected from customers which are subsequently remitted to government authorities.
Disaggregation of Revenue
The following tables presents the Company’s revenues disaggregated by major good or service line, timing of revenue recognition, and sales channel, reconciled to its reportable segments.
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Major Goods/Service Lines | ||||||||
| Products and perpetual licenses | $ | $ | ||||||
| Subscription term licenses | ||||||||
| Cloud subscriptions | ||||||||
| Services and support | ||||||||
| $ | $ | |||||||
| Timing of Revenue Recognition | ||||||||
| Products and perpetual licenses | Point in time | |||||||
| Subscription term licenses | Point in time | |||||||
| Cloud subscriptions | Over time | |||||||
| Services and support | Over time | |||||||
| Sales Channels | ||||||||
| Direct sales force | ||||||||
| OEM partners | ||||||||
| $ | $ | |||||||
Products and perpetual licenses. Products and perpetual licenses revenue represents the sale of perpetual software licenses, which may also include computer hardware. The Company transfers control and recognizes revenue when the product is shipped from the manufacturing or warehousing facility to the customer. Consideration is fixed in nature.
Subscription term licenses. Subscription term licenses generally commit the customer to a three year, non-cancellable subscription with annual billing at the start of each year. The Company recognizes revenue for subscription term licenses when the customer has gone live. Contracts generally provide for a fixed volume of exams to be provided over each contract year. Customers are not given credit for any unused volume. If a customer exceeds its contracted volume, the Company would invoice and recognize revenue for the excess per the terms of the contract.
Cloud subscriptions. Cloud subscriptions allow customers the ability to utilize the Company's software via a hosted, web-based environment. The Company recognizes revenue ratably over the subscription term once a customer has gone live. The Company invoices customers in accordance with the contract terms, which may be monthly, quarterly, or annually at the start of the term. Customers are not given credit for any unused volume. If a customer exceeds its contracted volume, the Company would invoice and recognize revenue for the excess per the terms of the contract.
Services and support. The Company sells service contracts in which the Company provides professional services including product installations, maintenance, training and service repairs. The service contracts range from
Contract Balances
Contract liabilities are a component of deferred revenue, current contract assets are a component of prepaid and other assets and non-current contract assets are a component of other assets. The following table provides information about receivables, current and non-current contract assets, and contract liabilities from contracts with customers.
Contract balances
| Balance at | Balance at | Balance at | ||||||||||
| March 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| Receivables, which are included in ‘Trade accounts receivable’ | $ | $ | $ | |||||||||
| Current contract assets, which are included in “Prepaid and other assets” | $ | $ | $ | |||||||||
| Non-current contract assets, which are included in “other assets” | $ | $ | $ | |||||||||
| Contract liabilities, which are included in “Deferred revenue” | $ | $ | $ | |||||||||
Timing of revenue recognition may differ from timing of invoicing of customers. The Company records a receivable when revenue is recognized prior to receipt of cash payment and the Company has the unconditional right to such consideration, or unearned revenue when cash payments are received or due in advance of performance. For multi-year agreements, the Company generally invoices customers annually at the beginning of each annual service period.
The Company records net contract assets or contract liabilities on a contract-by-contract basis. The Company records a contract asset for unbilled revenue when the Company’s performance is in excess of amounts billed or billable. The Company classifies the net contract asset as either a current or non-current based on the expected timing of the Company’s right to bill under the terms of the contract. The current contract asset balance primarily relates to a net unbilled revenue balance, which the Company expects to be able to bill for within one year. The non-current contract asset balance consists of net unbilled revenue balances with several customer which the Company expects to be able to bill for in more than one year.
Changes in deferred revenue from contracts with customers were as follows:
| Three Months | ||||
| Ended March 31, | ||||
| 2025 | ||||
| Balance at beginning of period | $ | |||
| Deferral of revenue | ||||
| Recognition of deferred revenue | ( | ) | ||
| Balance at end of period | $ | |||
During the three months ended March 31, 2024, the Company recognized $
As of March 31, 2025, the aggregate amount of unsatisfied, or partially satisfied, performance obligations from contracts with customers was $
Note 4– Net Loss per Common Share
The Company’s basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period.
A summary of the Company’s calculation of loss per share is as follows:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Shares used in the calculation of basic and diluted net loss per share | ||||||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
The shares of the Company’s common stock issuable upon the exercise of stock options that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive are as follows:
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock options | ||||||||
| Total | ||||||||
Note 5– Inventories
The Company values its inventory at the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead and is determined using the first-in, first-out (FIFO) method. On a quarterly basis, management reviews inventory quantities on hand and analyzes the provision for excess and obsolete inventory based primarily on product expiration dating and estimated sales forecast, which is based on sales history and anticipated future demand. Inventory consisted of the following at March 31, 2025 and December 31, 2024, respectively:
| March 31, 2025 | December 31, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Inventory gross | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Inventory net | $ | $ | ||||||
Note 6– Goodwill
The Company tests goodwill for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of the reporting unit is less than its carrying value. Factors the Company considers important, which could trigger an impairment of such asset, include the following:
| • | significant underperformance relative to historical or projected future operating results; |
| • | significant changes in the manner or use of the assets or the strategy for the Company’s overall business; |
| • | significant negative industry or economic trends; |
| • | significant decline in the Company’s stock price for a sustained period; and |
| • | a decline in the Company’s market capitalization below net book value. |
The Company considered indicators of impairment, and there were no triggering events identified, no indication of impairment of the Company’s goodwill and
Note 7– Long-lived Assets
The Company assesses long-lived assets for impairment if events and circumstances indicate it is more likely than not that the fair value of the asset group is less than its carrying value.
There is no set interval or frequency for recoverability evaluation. Rather, the determination of when, if at all, an asset (or asset group) is evaluated for recoverability is based on “events and circumstances.” The following factors are examples of events or changes in circumstances that indicate the carrying amount of an asset (or asset group) may not be recoverable and thus is to be evaluated for recoverability.
| • | A significant decrease in the market price of a long-lived asset (or asset group); |
| • | A significant adverse change in the extent or manner in which a long-lived asset (or asset group) is being used or in its physical condition; |
| • | A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (or asset group), including an adverse action or assessment by a regulator; |
| • | An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (or asset group); and |
| • | A current operating period, or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (or asset group). |
The Company determined there were no such triggering events during the three months ended March 31, 2025 or 2024.
Note 8 – Lease Commitments
In accordance with ASC Topic 842, "Leases" ("ASC 842"), the Company determines if an arrangement contains a lease at inception. A lease is an operating or financing contract, or part of a contract, that conveys the right to control the use of an identified tangible asset for a period of time in exchange for consideration.
At lease inception, the Company recognizes a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as for lease incentives. In determining the present value of the lease payments, the Company calculates an incremental borrowing rate, which is determined by estimating the Company’s applicable, fully collateralized borrowing rate, with adjustment as appropriate for lease term. The lease term at the lease commencement date is determined based on the non-cancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an extension option if the Company is reasonably certain to exercise that option.
Assumptions made by the Company at the commencement date of each lease are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease.
Right-of-use assets and obligations for leases with an initial term of 12 months or less are considered short term and are a) not recognized in the consolidated balance sheet and b) recognized as an expense on a straight-line basis over the lease term. The Company does not sublease any of its leased assets to third parties and the Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company has lessor agreements that contain lease and non-lease components, but the Company is accounting for the complete agreement under ASC Topic 606, Revenue Recognition, after determining that the non-lease component is the predominant component of these agreements.
ASC 842 includes a number of reassessment and remeasurement requirements for lessees based on certain triggering events or conditions. There were
Certain of the Company’s leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and certain non-lease components that transfer a distinct service to the Company, such as common area maintenance services. The Company has elected to separate the accounting for lease components and non-lease components for real estate and equipment leases.
In January 2024, in anticipation of the March 2024 end date of its leased warehouse in Nashua, NH, the Company entered into a
Components of Leases:
The Company has leases for office space and office equipment. The leases expire at various dates through 2028.
| Three Months Ended | |||||
| Lease Cost | Classification | March 31, 2025 | |||
| Operating lease cost - Right of Use Asset | Operating expenses | $ | |||
Other information related to leases was as follows:
| Three Months | ||||
| Ended March 31, 2025 | ||||
| Cash paid from operating cash flows for operating leases | $ | |||
| As of March 31, | ||||
| 2025 | ||||
| Weighted-average remaining lease term of operating leases (years) | ||||
| Weighted-average discount rate for operating leases | % | |||
Maturity of the Company’s lease liabilities as of March 31, 2025 was as follows:
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total lease payments | ||||
| Less: effects of discounting | ( | ) | ||
| Total lease liabilities | ||||
| Less: current portion of lease liabilities | ||||
| Long-term lease liabilities | $ |
Note 9– Stockholders Equity
2024 Omnibus Equity Incentive Plan
At the Company's 2024 annual meeting of stockholders held on June 13, 2024, the Company's stockholders approved the Company's 2024 Omnibus Equity Incentive Plan (the "2024 Plan"). The 2024 Plan permits the granting of any or all of the following types of awards to all grantees:
| • | stock options, including incentive stock options, or ISOs; | ||
| • | stock appreciation rights, or SARs; | ||
| • | restricted shares; | ||
| • | deferred stock and restricted stock units; | ||
| • | performance units and performance shares; | ||
| • | dividend equivalents; | ||
| • | bonus shares; and | ||
| • | other stock-based awards. |
The 2024 Plan provides for the issuance of up to
Issuance of common stock
As previously disclosed, on August 11, 2023, the Company entered into an at-the-market issuance sales agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC whereby the Company, at its discretion, may issue and sell up to $
Stock-Based Compensation
The Company’s stock-based compensation expense, including options and restricted stock by category is as follows:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cost of revenue | $ | $ | ||||||
| Engineering and product development | ||||||||
| Marketing and sales | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
During the three months ended March 31, 2025, the Company granted
As of March 31, 2025, there was approximately $
Options granted under the Company’s stock incentive plans were valued utilizing the Black-Scholes model using the following assumptions and had the following fair values:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Average risk-free interest rate | % | % | ||||||
| Expected dividend yield |
|
| ||||||
| Expected life (average, in years) | ||||||||
| Expected volatility | ||||||||
| Weighted average exercise price | $ | $ | ||||||
| Weighted average fair value | $ | $ | ||||||
The Company’s 2025 and 2024 average expected volatility and average expected life is based on the average of the Company’s historical information. The risk-free rate is based on the rate of U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of option grants. The Company has paid no dividends on its common stock in the past and does not anticipate paying any dividends in the future.
A summary of stock option activity for all stock option plans for the period ended March 31, 2025 is as follows:
| Number of | Weighted Average | Intrinsic | ||||||||||
| Options | Exercise Price | Value | ||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||
| Granted | $ | |||||||||||
| Exercised | $ | $ | ||||||||||
| Cancelled | ( | ) | $ | |||||||||
| Outstanding as of March 31, 2025 | $ | $ | ||||||||||
| Options Exercisable as of December 31, 2024 | $ | $ | ||||||||||
| Options Exercisable as of March 31, 2025 | $ | $ | ||||||||||
During the three months ended March 31, 2025, stock options to purchase
Note 10– Income Taxes
The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which the Company operates and the development of tax planning strategies during the year. As such, there can be significant volatility in interim tax provisions.
Income tax expense was
Note 11 – Commitments and Contingencies
Other Commitments
The Company is obligated to pay approximately $
Litigation
The Company may be a party to various legal proceedings and claims arising out of the ordinary course of its business. Although the final results of all such matters and claims cannot be predicted with certainty, the Company currently believes that there are no current proceedings or claims pending against it the ultimate resolution of which would have a material adverse effect on its financial condition or results of operations. However, should the Company fail to prevail in any legal matter or should several legal matters be resolved against the Company in the same reporting period, such matters could have a material adverse effect on the Company’s operating results and cash flows for that particular period. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, “Contingencies.” Legal costs are expensed as incurred.
Note 12 – Agreement to be Acquired by RadNet
On April 15, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with RadNet, Inc., a Delaware corporation (“RadNet”), and Trio Merger Sub, Inc., a wholly owned subsidiary of RadNet (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into iCAD, with iCAD surviving the Merger and continuing as a wholly owned subsidiary of RadNet (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of iCAD, par value $
The Company expects the transaction to close in either the second or third quarter of the year ending December 31, 2025.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the accompanying notes included in Part I, Item 1 of this Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. Some of the information contained in this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. As a result of many factors, including those factors set forth in the section titled “Risk Factors,” our actual results could differ materially from those discussed in or implied by these forward-looking statements. Please also refer to the section titled “Special Note Regarding Forward Looking Statements.”
Special Note Regarding Forward Looking Statements
Certain information included in this Item 2 and elsewhere in this Form 10-Q and the documents incorporated by reference herein, that are not historical facts, contain “forward looking statements” within the meaning of the federal securities laws made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to, the risk that the transaction between the Company and RadNet may not be completed on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms and the Company’s stockholder approval; the possibility that any of the anticipated benefits of the transaction will not be realized or will not be realized within the expected time period, the risk that disruptions from the transaction will harm the Company’s business, including current plans and operations and that management's time and attention will be diverted on transaction-related issues; the ability 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 ability to consummate or derive value from strategic transactions including but not limited to joint ventures; product market acceptance; possible technological obsolescence of products, development and regulatory approval of our products and proposed products increased competition; litigation and/or government regulation; changes in Medicare 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; cyber-attacks, acts of terrorism, acts of war, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other factors could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense; and other risks detailed in this report and in the Company’s other filings with the SEC. The words “believe”, “demonstrate”, “intend”, “expect”, “estimate”, “anticipate”, “likely”, “seek”, “would”, “could”, “may”, “consider”, “confident” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
Planned Merger with RadNet
On April 15, 2025, the Company entered into the Merger Agreement with RadNet, and Merger Sub. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the Delaware General Corporation Law, the parties will consummate the “Merger,” whereby Merger Sub will merge with and into the Company, with the Company surviving the Merger and continuing as a wholly owned subsidiary of RadNet. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each issued share of iCAD common stock (excluding shares held by the Company as treasury stock or owned by RadNet or RadNet Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time), will be converted into the right to receive 0.0677 shares of RadNet's common stock, and, if applicable, cash in lieu of fractional shares, without interest. In connection with the proposed Merger, on May 6, 2025, RadNet filed with the SEC a registration statement on Form S-4 that constitutes a prospectus of RadNet and also includes a proxy statement of iCAD.
The Company expects the transaction to close in either the second or third quarter of the year ending December 31, 2025. The Merger Agreement imposes restrictions on the Company's business and operations during the pendency of the Merger. While the Company does not believe those restrictions are unduly burdensome, they may delay or prevent the Company from taking actions it could otherwise take. Accordingly, the Company's results of operations from before the Merger Agreement may not be comparable to results of operations since the Company entered into the Merger Agreement.
Unless the context otherwise requires, the terms “iCAD”, the “Company”, “we”, “our”, “registrant”, and “us” mean iCAD, Inc. and its consolidated subsidiaries.
Overview
iCAD, Inc. is a global leader in AI-powered cancer detection whose mission is to create a world where cancer can’t hide. Remaining undetected, cancer poses one of the greatest threats to life, and may grow and spread the longer it remains undetected. With iCAD’s clinically validated, regulatory cleared industry-leading ProFound Breast Health Suite, cancer has no easy way to hide. The Company’s ProFound Breast Health Suite enables medical providers and professionals to accurately and reliably identify where cancer may be hiding, and because cancer may be found earlier, it is likely more easily eliminated. The ProFound Breast Health Suite currently offers solutions for breast cancer detection, breast density assessment, and one- or two-year breast cancer risk evaluation. Additionally, the Company is in the early stages of development of a product that can identify breast arterial calcification from mammogram images.
Powered by advances in artificial intelligence ("AI"), and built on one of the largest, most diverse US and global data sets, the ProFound Breast Health Suite uniquely offers solutions for cancer detection, density assessment, and personalized risk evaluation, all based on a 2D or 3D mammogram’s collection of images. The ProFound Detection solution scores cases and suspicious lesions, helping radiologists identify and focus on areas of most concern and highest suspicion of cancer. The ProFound Suite’s Density Assessment standardizes and simplifies breast density reporting, algorithmically examining a woman’s breast anatomy from the mammogram image. The ProFound AI Risk solution provides a near-term probability for developing breast cancer in the next one or two years, making it more relevant than generalized lifetime risk scores.
The ProFound Detection and Density AI solutions within the ProFound Breast Health Suite are cleared by the US Food & Drug Administration (the "FDA") and have received CE mark and Health Canada licensing. The ProFound Risk solution has received CE mark and Health Canada licensing. Based on the adoption rate of iCAD’s products, and the patient volume of the Company’s customers, iCAD estimates that the suite of ProFound solutions have been used for over 40 million mammograms worldwide in the last five years alone. With over 25 years of experience in AI cancer detection, iCAD has secured 45 patents, completed over 50 clinical studies, and trains its algorithms on one of the largest, most diverse data sets, pulling data regularly from over 100 global locations. The combination of iCAD’s deep experience and unique capabilities differentiate iCAD from its competition and we believe positions the Company as an industry leader, with AI solutions that will continue to be enhanced and improved as the Company upgrades its algorithm models using its extensive data set and research partners. Used by thousands of providers serving millions of patients, certain products within the ProFound Breast Health Suite are available in over 50 countries.
iCAD is strengthening its position as a premiere breast AI solution by growing as a platform-based SaaS/DaaS (Software as a Service/Data as a Service) organization through ProFound Cloud, the Company’s SaaS platform. ProFound Cloud has proven to make our solutions more affordable, easier for leading medical providers to adopt around the globe and increase speed of service. At the same time, the Company has benefitted from a growing and more predictable recurring revenue stream.
The Company’s headquarters are located in Nashua, New Hampshire. iCAD France LLC is a wholly owned subsidiary of iCAD, Inc., and is consolidated for reporting purposes.
We believe that our current liquidity and capital resources are sufficient to sustain operations through at least the next 12 months from the issuance of this Form 10-Q, primarily due to cash on hand of $20.0 million at March 31, 2025 and anticipated revenue and cash collections as well as cost savings actions taken.
Global Conflicts Impact
In late February 2022, Russian military forces launched significant military action against Ukraine. In early October 2023, an armed conflict between Hamas-led Palestinian militant groups and Israeli military forces broke out with a Hamas attack on southern Israel, to which Israeli military forces retaliated. Sustained conflict and disruption in each region has continued and is likely to continue further. Economic, civil, military and political uncertainty may arise or increase in regions where the Company operates or derives revenue. Further, countries from which we derive revenue may experience military action and/or civil and political unrest; may be subject to government export controls, economic sanctions, embargoes, or trade restrictions; and experience currency, inflation, and interest rate uncertainties. While the impact of the aforementioned global conflicts to us has been limited to date, it is not possible to predict the potential outcome should such conflicts continue or expand and/or additional sanctions be imposed. For the three months ended March 31, 2025 and 2024, approximately 14% and 18%, respectively, of the Company's revenue was derived from customers located outside the United States.
Tariffs Impact
We purchase components of our products from U.S. domestic sources, as well as various global sources. The current U.S. presidential administration has proposed and enacted a number of tariffs on products and raw materials from various countries, which could increase our production costs. If tariffs make purchases of materials from certain jurisdictions untenable, we may also need to obtain materials from other sources, when possible, which could also increase our costs and delay our planned clinical trials and manufacture of our products and product candidates. While the impact to the Company has been limited to date, it is not possible to predict the impact of potential tariffs on the Company’s business and operations.
Critical Accounting Estimates
Our discussion and analysis of financial condition, results of operations, and cash flows are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company considers an accounting estimate to be critical to the financial statements if the estimate is complex in nature, requires judgment, and if different estimates were used, the results could have a material impact on the consolidated financial statements. On an ongoing basis, the Company evaluates its estimates and the application of its policies. The Company bases its estimates on historical experience, current conditions and on various other assumptions that are believed to be reasonable under the circumstances. See the section entitled "Critical Accounting Estimates" in our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025 for further discussion.
Due to global armed conflicts and related political uncertainty, as well as dramatic inflation, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Other than as described herein, there have been no additional material changes to our critical accounting estimates as discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. For a comprehensive list of our critical accounting estimates, reference should be made to the 2024 10-K.
Results of Operations (in thousands, except share data or as noted)
Three months ended March 31, 2025 compared to three months ended March 31, 2024
Revenue
Three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
$ Change |
% Change |
|||||||||||||
| Product revenue |
$ | 3,244 | $ | 3,102 | $ | 142 | 4.6 | % | ||||||||
| Services |
1,630 | 1,852 | (222 | ) | (12.0 | )% | ||||||||||
| Total revenue |
4,874 | 4,954 | (80 | ) | (1.6 | )% | ||||||||||
Total revenue decreased by approximately $80 thousand or 1.6%, from $5.0 million for the three months ended March 31, 2024 to $4.9 million for the three months ended March 31, 2025. The decrease is due primarily to lower services revenue resulting from customer migrations to our subscription licenses and our cloud model, which currently remains a small portion of the Company’s total revenue. We believe this trend could accelerate and we have begun to shift our marketing efforts to a subscription and cloud model.
Product revenue increased by approximately $142 thousand, or 4.6%, from $3.1 million for the three months ended March 31, 2024 to $3.2 million for the three months ended March 31, 2025. The overall increase is due primarily to higher software license revenue, including the impact of our transition to a subscription and cloud model.
Services revenue, which is primarily sold to direct customers, decreased by approximately $222 thousand or 12.0%, from $1.9 million for the three months ended March 31, 2024 to $1.6 million for the three months ended March 31, 2025. The decrease is partially due to customers previously on service contracts being migrated to subscription licenses and our cloud model.
Cost of Revenue and Gross Profit:
Three months ended March 31, 2025 and 2024:
| Cost of Revenue and Gross Profit: |
Three Months Ended March 31, |
|||||||||||||||
| 2025 |
2024 |
$ Change |
% Change |
|||||||||||||
| Products |
$ | 213 | $ | 480 | $ | (267 | ) | (55.6 | )% | |||||||
| Services |
358 | 321 | 37 | 11.5 | % | |||||||||||
| Amortization and depreciation |
114 | 40 | 74 | 185.0 | % | |||||||||||
| Total cost of revenue |
$ | 685 | $ | 841 | $ | (156 | ) | (18.5 | )% | |||||||
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
$ Change |
% Change |
|||||||||||||
| Gross profit |
$ | 4,189 | $ | 4,113 | $ | 76 | 1.8 | % | ||||||||
Gross profit for the three months ended March 31, 2025 was approximately $4.2 million, or 86% of revenue, as compared to $4.1 million, 83% of revenue, for the three months ended March 31, 2024.
Cost of products decreased by approximately 55.6%, from $480 thousand for the three months ended March 31, 2024 to $213 thousand for the three months ended March 31, 2025. The decrease is due primarily to the mix of products, including hardware, sold over the comparable periods.
Cost of services was approximately flat for the three months ended March 31, 2024 and March 31, 2025.
Amortization and depreciation, which relates primarily to intangible assets and depreciation of property and equipment, increased by approximately $74 thousand, or 185.0%, from $40 thousand for the three months ended March 31, 2024 to $114 thousand for the three months ended March 31, 2025. The increase results from the expense associated with the Company's ProFound Cloud solution which went live in March 2024.
Operating Expenses:
Three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
$ Change |
% Change |
|||||||||||||
| Operating expenses: |
||||||||||||||||
| Engineering and product development |
$ | 1,476 | $ | 1,507 | $ | (31 | ) | (2.1 | )% | |||||||
| Marketing and sales |
1,533 | 2,082 | (549 | ) | (26.4 | )% | ||||||||||
| General and administrative |
2,253 | 1,902 | 351 | 18.5 | % | |||||||||||
| Amortization and depreciation |
56 | 63 | (7 | ) | (11.1 | )% | ||||||||||
| Total operating expenses |
$ | 5,318 | $ | 5,554 | $ | (236 | ) | (4.2 | )% | |||||||
Operating expenses decreased by approximately $236 thousand, or 4.2%, from $5.6 million in the three months ended March 31, 2024 to $5.3 million in the three months ended March 31, 2025.
Engineering and Product Development. Engineering and product development costs were approximately flat for the three months ended March 31, 2024 compared to the three months ended March 31, 2025.
Marketing and Sales. Marketing and sales expenses decreased by approximately $549 thousand, or 264.4%, from $2.1 million in the three months ended March 31, 2024 to $1.5 million in the three months ended March 31, 2025. The decrease was primarily related to lower personnel costs outside the US.
General and Administrative. General and administrative expenses increased by approximately $351 thousand, or 18.5%, from $1.9 million in the three months ended March 31, 2024 to $2.3 million in the three months ended March 31, 2025. The increase was primarily related to expenses associated with the announced acquisition by RadNet subsequent to March 31, 2025.
Amortization and Depreciation. Amortization and depreciation, which relates primarily to intangible assets and depreciation of property and equipment, was approximately flat when comparing the three months ended March 31, 2024 to the three months ended March 31, 2025.
Other Income and Expense:
Three months ended March 31, 2025 and 2024:
| Other Income and Expense: |
||||||||||||||||
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
$ Change |
% Change |
|||||||||||||
| Interest income |
$ | 172 | $ | 203 | $ | (31 | ) | (15.3 | )% | |||||||
| Other income, net |
124 | 20 | 104 | 520.0 | % | |||||||||||
| $ | 296 | $ | 223 | $ | 73 | 32.7 | % | |||||||||
| Tax expense |
$ | — | $ | (4 | ) | $ | 4 | (100.0 | )% | |||||||
Interest income. Interest income decreased by approximately $31 thousand, or 15.3%, from $203 thousand for the three months ended March 31, 2024 to $172 thousand for the three months ended March 31, 2025. The decrease results from lower invested balances at lower interest rates in 2025 compared to 2024.
Other income, net. Other expense was $20 thousand for the three months ended March 31, 2024 compared to income of $124 thousand during the three months ended March 31, 2025.
Tax expense. Income tax expense was zero and approximately $4 thousand for the three months ended March 31, 2025 and March 31, 2024, respectively. The effective tax rates for the three months ended March 31, 2025 and 2024 were less than 1% in each period. The difference between the Company’s effective tax rates in 2025 and 2024 compared to the U.S. statutory tax rate of 21% is primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets. The Company has valuation allowances against all of its net operating loss carryforwards and tax credit carryforwards.
Liquidity and Capital Resources (in thousands, except as noted)
The Company believes that its cash and cash equivalents balance of $20.0 million as of March 31, 2025, and projected cash balances are sufficient to sustain operations through at least the next 12 months from the issuance of this Form 10-Q. The Company’s ability to generate cash adequate to meet its future capital requirements will depend primarily on operating cash flow. If sales or cash collections are reduced from current expectations, or if expenses and cash requirements are increased, the Company may require additional financing, although there are no guarantees that the Company will be able to obtain the financing if necessary. We will continue to closely monitor liquidity and the capital and credit markets.
The Company had net working capital of $20.4 million as of March 31, 2025. The ratio of current assets to current liabilities at March 31, 2025 and December 31, 2024 was 3.66 and 3.50, respectively.
| Three Months Ended March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Net cash provided by (used for) operating activities |
$ | 60 | $ | (1,180 | ) | |||
| Net cash provided by (used for) investing activities |
431 | (206 | ) | |||||
| Net cashed provided by financing activities |
2,335 | — | ||||||
| Increase (decrease) in cash and equivalents |
$ | 2,826 | $ | (1,386 | ) | |||
Net cash provided by operating activities for the three months ended March 31, 2025 was $60 thousand, compared to net cash used for operating activities of $1.2 million for the three months ended March 31, 2024. The improvement in net cash used for operating activities for the three months ended March 31, 2025 resulted primarily from the Company’s focus on cost saving initiatives as well as timing associated with working capital accounts. We expect that net cash used for or provided by operating activities to fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, the timing of when we recognize revenue, collections of accounts receivable, inventory expansion due to supply chain risk, and the timing of other payments.
Net cash used provided by investing activities for the three months ended March 31, 2025 was $431 thousand, compared to net cash used for investing activities of $206 thousand for the three months ended March 31, 2024. Net cash provided by investing activities for the three months ended March 31, 2025 was primarily driven by the final cash proceeds related to the sale of the Company's former Xoft business which was sold in 2023. The net cash used for investing activities for the three months ended March 31, 2024 was primarily related to the completion of the ProFound Cloud software project.
Net cash provided by financing activities for the three months ended March 31, 2025 was $2.3 million related to sales of our common stock.
The Company is obligated to pay approximately $3.1 million for firm purchase obligations to suppliers for future product and service deliverables.
Recent Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
The Company’s management, with the participation of its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, as of March 31, 2025, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) were effective at a reasonable level of assurance.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. The Company conducts periodic evaluations to enhance, where necessary, its controls and procedures.
There were no changes to the Company's internal controls over financial reporting during the quarter ended March 31, 2025 that have materially affected or which are reasonably likely to materially affect internal control over financial reporting.
INFORMATION
Our business is subject to various risks, including those described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025 (our "Annual Report"), which we strongly encourage you to review. Other than as set forth below, there have been no material changes to the risk factors described in the Annual Report.
The Exchange Ratio is fixed and will not be adjusted in the event of any change in either RadNet’s or the Company’s stock price. Therefore, the Company’s stockholders cannot be sure of the value of the Merger Consideration they will receive.
If the Merger is completed, each share common stock outstanding immediately prior to the Merger (except for the excluded shares) will automatically be converted into the right to receive 0.0677 shares of RadNet Common Stock, with any cash proceeds from the sale of fractional shares. This Exchange Ratio was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either RadNet Common Stock or the Company’s common stock. Any change in the market price of RadNet Common Stock prior to completion of the Merger could affect the value of the consideration that the Company’s stockholders will receive upon completion of the Merger.
It is impossible to accurately predict the market price of RadNet Common Stock at the completion of the Merger and, therefore, impossible to accurately predict the market value of the shares of RadNet Common Stock that the Company’s stockholders will receive in the Merger. The market price for RadNet Common Stock has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this report to the date of the special meeting of the Company’s stockholders (the “Special Meeting”), and the date the Merger is completed and thereafter. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in RadNet’s and the Company’s respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed, the timing of the Merger and regulatory considerations, the public’s response to press releases or other public announcements by RadNet, the Company or third parties, announcements relating to litigation and investor perceptions of the investment opportunity associated with shares of RadNet Common Stock and shares of the Company’s common stock relative to other investment alternatives. Many of these factors are beyond RadNet’s and the Company’s control and neither the Company nor RadNet are permitted to terminate the Merger Agreement solely due to a decline in the market price. As a result, the market value represented by the Exchange Ratio will also vary. Accordingly, at the time of the Special Meeting, the Company stockholders will not know or be able to determine the market value of the Merger Consideration they would be entitled to receive upon completion of the Merger. You are urged to obtain current market quotations for each of the RadNet Common Stock and the Company’s common stock traded on The Nasdaq Global Market and The Nasdaq Capital Market, respectively (trading symbols “RDNT” and “ICAD”, respectively).
The Company may have difficulty attracting motivating and retaining employees in light of the Merger.
Uncertainty about the effect of the Merger on the Company employees may impair the Company’s ability to attract, retain and motivate personnel prior to and following the Merger. Employee retention may be particularly challenging during the pendency of the Merger, as employees of the Company may experience uncertainty about their future roles. In addition, pursuant to certain change-in-control provisions set forth in employment-related agreements with the Company, each executive officer and certain other key employees of the Company are eligible to receive cash severance and continued health benefits and, under certain agreements, accelerated vesting of all unvested stock options and any other equity awards assumed by RadNet in the Merger, in each case, in the event the employee resigns for “good reason” (as such term is defined in the applicable agreement) within a certain period of time following the Merger. In general, such employees potentially could resign for “good reason” as a result of certain changes to their job titles and/or a material diminution in their position, authority, duties and/or responsibilities following the Merger if the Company does not remedy the “good reason” condition pursuant to a process set forth in their agreements. If employees of the Company depart, the integration of the Company may be more difficult and RadNet’s business following the Merger may be harmed. Furthermore, RadNet may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of RadNet or the Company, and RadNet’s ability to realize the anticipated benefits of the Merger may be adversely affected. In addition, there could otherwise be disruptions to or distractions for the workforce and management associated with integrating employees into RadNet.
Completion of the Merger is subject to certain conditions and if these conditions are not satisfied, waived or fulfilled in a timely manner, the Merger may be delayed or not completed.
The obligation of each of RadNet, the Company and Merger Sub to complete the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of a number of conditions.
Many of the conditions to completion of the Merger are not within either the Company’s or RadNet’s control, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the Outside Date, it is possible that the Merger Agreement may be terminated. Although the Company and RadNet have agreed in the Merger Agreement to cooperate with each other and use (and to cause their respective subsidiaries to use) their respective reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and cause the conditions to the Merger to be satisfied as promptly as reasonably practicable, these and other conditions to the completion of the Merger may fail to be satisfied. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than the Company and RadNet expect.
Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent the Merger from occurring. Any delay in completing the Merger may adversely affect the cost savings and other benefits that the Company and RadNet expect to achieve if the Merger and the integration of the companies’ respective businesses are not completed within the expected time frame.
There can be no assurance that the conditions to the Closing of the Merger will be satisfied, waived or fulfilled in a timely fashion or that the Merger will be completed.
If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s stockholders may be required to pay substantial U.S. federal income taxes.
The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Company and RadNet intend to report the Merger consistent with such qualification. However, the Closing is not conditioned upon the receipt of an opinion of counsel or a ruling from the IRS that the Merger will so qualify, and neither RadNet nor the Company intends to request an opinion of counsel or a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the Merger will so qualify, that the IRS will not challenge such qualification or that a court would not sustain such a challenge. If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of the Company’s common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of the Company’s common stock for RadNet Common Stock in the Merger.
Please consult your tax advisors as to the specific tax consequences to you of the Merger, including the consequences if the Merger were to fail to qualify as a “reorganization.”
The Company’s business relationships may be subject to disruption due to uncertainty associated with the Merger.
Parties with which the Company does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with the Company. The Company’s business relationships may be subject to disruption as parties with which the Company does business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than the Company. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.
The Company or RadNet may waive one or more of the closing conditions without re-soliciting stockholder approval.
The Company or RadNet may determine to waive, in whole or part, one or more of the conditions to Closing prior to being obligated to consummate the Merger. Any determination whether to waive any conditions to Closing, or to re-solicit stockholder approval or to amend or supplement the proxy statement/prospectus to be filed in connection with the Merger as a result of such a waiver, will be made by the Company or RadNet, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.
Completion of the Merger may trigger change in control or other provisions in certain agreements to which the Company is a party.
The Company is a party to certain commercial agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements. Under some such agreements, the Merger may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the Closing of the Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available and/or requiring payment of substantial financial penalties. Under the terms of the Merger Agreement, the Company has agreed to use commercially reasonable efforts to obtain all third-party consents or approvals, and provide all notices to third-parties, in each case to the extent reasonably requested by RadNet in writing and required in connection with the Merger.
The Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, your interests as a stockholder of the Company or as a stockholder of RadNet.
In considering the recommendation of the Company’s Board of Directors (the “Board”) to vote for the adoption of the Merger Agreement, the Company’s stockholders should be aware that the directors and executive officers of the Company have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. In connection with the Merger, shares of the Company’s common stock owned by the directors and executive officers of the Company will be converted into the right to receive a number of shares of RadNet Common Stock, and RadNet will assume Eligible iCAD Options (as defined in the Merger Agreement) held by each of the directors and executive officers of the Company at the time of the Merger. In addition, all unvested outstanding Eligible iCAD Options held by each member of the Board immediately prior to the Effective Time will accelerate and automatically vest and become exercisable as of immediately prior to the Effective Time, and certain cash bonuses will become payable to the Company’s Chief Executive Officer and Chief Financial Officer upon closing of the Merger. Moreover, pursuant to certain change-in-control provisions set forth in an employment-related agreement with the Company, each executive officer of the Company is eligible to receive cash severance, continued health benefits and accelerated vesting of all unvested stock options and any other equity awards assumed by RadNet in the Merger in the event such executive officer’s employment is terminated without “cause” by the Company or the executive officer resigns for “good reason” (as such terms are defined in the applicable agreement) within a certain period of time following the Merger. The Merger Agreement also generally provides that, no later than 10 business days prior to the Effective Time, the Board may approve an amendment to the exercise provisions applicable to certain Company options, including certain Company options held by the directors and executive officers of the Company, such that, effective as of immediately prior to the Effective Time, the portion of all such Company options that is vested and exercisable will be exercisable for a period of the greater of (a) one year following the Closing Date and (b) the exercise period set forth in the applicable award agreement (after giving effect to any applicable acceleration provisions), subject to certain limitations and exceptions. The Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and approving the Merger, and in making its recommendation that the Company stockholders vote to adopt the Merger Agreement.
The Merger Agreement limits the Company’s ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire the Company for greater consideration than what RadNet has agreed to pay pursuant to the Merger Agreement.
The Merger Agreement contains provisions that make it more difficult for the Company to be acquired by, or enter into certain alternative transactions with, a third party. The Merger Agreement contains certain provisions that restrict the Company’s ability to, among other things, solicit, directly or indirectly, solicit, initiate or knowingly encourage, or take any other action to knowingly facilitate, any inquiries relating to, the submission of, or the making of, any proposal the consummation of which would constitute an Alternative Transaction, or cooperate in any way with any person, with respect to any Alternative Transaction (as defined in the Merger Agreement) or amend or grant any waiver of any standstill or similar agreement. In addition, following receipt by the Company of any alternative transaction proposal that constitutes a Superior Offer, RadNet will have an opportunity to offer to modify the terms of the Merger Agreement before the Board may effect a change in the recommendation of the Merger. These provisions could discourage a potential third-party acquiror, strategic transaction partner or business combination partner that might have an interest in acquiring or combining with all or a significant portion of the Company or pursuing an alternative transaction from considering or proposing such a transaction.
If the Merger Agreement is terminated and either RadNet or the Company determines to seek another business combination transaction, RadNet or the Company may not be able to successfully negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.
Failure to complete the Merger could negatively impact the stock price and the future business and financial results of the Company.
If the Merger is not completed for any reason, including as a result of the Company’s stockholders failing to adopt the Merger Agreement or any other condition not being satisfied or waived, the ongoing businesses of the Company may be adversely affected, and, without realizing any of the benefits of having completed the Merger, the Company would be subject to a number of risks, including the following:
| ● |
the Company may experience negative reactions from the financial markets, including negative impacts on its stock price; |
| ● |
the Company may experience negative reactions from its customers, vendors and other business partners, regulators and employees; |
| ● |
the Company will be required to pay certain costs relating to the Merger, such as legal, accounting, financial advisor and printing fees, whether or not the Merger is completed; |
| ● |
the Merger Agreement places certain restrictions on the conduct of the Company’s businesses prior to completion of the Merger, and such restrictions, the waiver of which is subject to the written consent of RadNet, and subject to certain exceptions and qualifications, may prevent the Company from taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that the Company would have made, taken or pursued if these restrictions were not in place; |
| ● |
matters relating to the Merger will require substantial commitments of time and resources by the Company management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to the Company as an independent company; |
| ● |
in the event of a termination of the Merger Agreement under certain circumstances specified in the Merger Agreement, the Company may be required to pay a termination fee to RadNet of $1,000,000, plus up to $2,000,000 of all documented fees and expenses of RadNet incurred in connection with the negotiation and performance of the Merger Agreement and the transactions contemplated thereby; and |
| ● |
litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against the Company or RadNet preventing the performance of their respective obligations pursuant to the Merger Agreement. |
There can be no assurance that the risks described above will not materialize. If the Merger is not completed, these risks may materialize and may materially and adversely affect the Company’s businesses, financial condition, financial results, ratings, stock prices and/or bond prices.
The shares of RadNet Common Stock to be received by the Company’s stockholders upon completion of the Merger will have different rights from shares of the Company’s common stock.
Upon completion of the Merger, the Company’s stockholders will no longer be stockholders of the Company, but will instead become stockholders of RadNet, and their rights as stockholders will be governed by the RadNet Certificate of Incorporation and the RadNet Bylaws. The terms of the RadNet Certificate of Incorporation and the RadNet Bylaws may be materially different than the terms of the Company certificate of incorporation and bylaws, each as respectively amended or restated through the date hereof, which currently govern the rights of the Company’s stockholders.
After the Merger, the Company’s stockholders, as a group, will have a significantly lower ownership and voting interest in RadNet than they currently have in the Company and will exercise less influence over management.
Under the terms of the agreement, the Company’s stockholders will receive 0.0677 shares of RadNet Common Stock for each share of the Company’s common stock they hold at the Effective Time. Based on (i) the Exchange Ratio of 0.0677 and (ii) the number of shares of the Company’s common stock and Eligible iCAD Options outstanding as of the record date for the Special Meeting, RadNet will issue a certain number of shares of RadNet Common Stock pursuant to the Merger Agreement, provided that if additional Company equity awards are granted to certain Company employees as permitted under the Merger Agreement, RadNet may be required to reserve additional shares of RadNet Common Stock for issuance. RadNet has a significantly larger market capitalization than the Company. Based upon the foregoing and the estimated number of shares of the Company’s common stock that are expected to be outstanding immediately prior to the consummation of the Merger, former Company stockholders, as a group, will have materially less influence over the management and policies of RadNet than they currently have over the management and policies of the Company.
The Company’s stockholders are not entitled to appraisal rights in connection with the Merger.
Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, holders of shares of the Company’s common stock will not have rights to an appraisal of the fair value of their shares in connection with the Merger.
Potential litigation against the Company could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such lawsuits are unsuccessful, defending against them can result in substantial costs.
Stockholders of the Company may file lawsuits against RadNet, the Company and/or the directors and officers of either company in connection with the Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to the Company and/or RadNet, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.
The Company will incur significant transaction and Merger-related costs in connection with the Merger.
The Company expect to incur a number of non-recurring costs associated with the Merger and combining the operations of the two companies. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial, legal, accounting and other advisors and representatives, certain employment-related costs relating to employees of the Company and filing fees and printing and mailing costs for the proxy statement/prospectus. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives and filing fees for the proxy statement/prospectus.
The Company may not have discovered certain liabilities or other matters related to RadNet and RadNet may not have discovered certain liabilities or other matters related to the Company, which may adversely affect the future financial performance of RadNet following the Merger.
In the course of the due diligence review that each of RadNet and the Company conducted prior to the execution of the Merger Agreement, RadNet and the Company may not have discovered, or may have been unable to properly quantify, certain liabilities of the other party or other factors that may have an adverse effect on the business, results of operations, financial condition and cash flows of RadNet following the Merger or on the market price of RadNet Common Stock issued pursuant to the Merger Agreement after the consummation of the Merger, and neither RadNet stockholders nor the Company stockholders will be indemnified or otherwise compensated for any of these liabilities or other adverse effects resulting from other factors.
Former stockholders of the Company may be required to surrender necessary documents, duly executed and on a timely basis, to the exchange agent in order to receive their shares of RadNet Common Stock or their cash in lieu of fractional shares, if any, and if such Company stockholders fail to surrender all necessary documents, duly executed and on a timely basis, to the exchange agent, such former Company stockholders may experience a delay in receiving RadNet Common Stock or their cash in lieu of fractional shares, if any.
Former Company stockholders that hold their common stock as certificates or book entry shares but not through The Depository Trust Company, are required to surrender necessary documents, duly executed and on a timely basis, to the exchange agent in order to receive their RadNet Common Stock, or their cash in lieu of fractional shares, if any. Former Company stockholders who are required to surrender all necessary documents, duly executed and on a timely basis, to the exchange agent and who fail to do so may experience a delay prior to receiving their RadNet Common Stock, or their cash in lieu of fractional shares, if any. Until the distribution of RadNet Common Stock to the individual stockholder has been completed, the relevant holder of RadNet Common Stock will not be able to sell its RadNet Common Stock. Consequently, in case the market price for RadNet Common Stock should decrease during that period, the relevant stockholder would not be able to stop any losses by selling RadNet Common Stock. Similarly, the relevant former Company stockholder who is entitled to receive cash in lieu of fractional shares will not be able to invest the cash until the distribution to the relevant stockholder has been completed, and they will not receive any interest payments for this time period.
During the three months ended March 31, 2025, of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
| Exhibit No. |
Description |
|
| 2.1† |
||
| 10.1 | Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 15, 2025). | |
| 31.1* |
||
| 31.2* |
||
| 32.1** |
||
| 32.2** |
||
| 101* |
The following materials formatted in Inline XBRL (eXtensible Business Reporting Language); (i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 and (v) Notes to Condensed Consolidated Financial Statements. |
|
| 104* |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
* Filed herewith
** Furnished herewith
† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon its request.
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) |
|||
| Date: May 13, 2025 |
By: |
/s/ Dana Brown |
|
| Name: Title: |
Dana Brown Chief Executive Officer (Principal Executive Officer) |
||
| Date: May 13, 2025 | By: |
/s/ Eric Lonnqvist |
|
| Name: Title: |
Eric Lonnqvist Chief Financial Officer (Principal Financial Officer) |
||