Dana R. Brown - 17 Jul 2025 Form 4 Insider Report for ICAD INC (ICAD)

Role
President and Chief Executive Officer, Director
Signature
/s/ Dana Brown
Issuer symbol
ICAD
Transactions as of
17 Jul 2025
Net transactions value
$0
Form type
4
Filing time
17 Jul 2025, 21:01:08 UTC
Previous filing
16 Apr 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Brown Dana R President and Chief Executive Officer, Director C/O ICAD, INC., 2 TOWNSEND WEST, SUITE 6, NASHUA /s/ Dana Brown 17 Jul 2025 0001909158

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICAD Common Stock Disposed to Issuer -54,350 -100% 0 17 Jul 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ICAD Stock Option (right to buy) Disposed to Issuer -40,000 -100% 0 17 Jul 2025 Common Stock 40,000 $6.24 Direct F3
transaction ICAD Stock Option (right to buy) Disposed to Issuer -30,000 -100% 0 17 Jul 2025 Common Stock 30,000 $1.95 Direct F3
transaction ICAD Stock Option (right to buy) Disposed to Issuer -45,000 -100% 0 17 Jul 2025 Common Stock 45,000 $2.19 Direct F3
transaction ICAD Stock Option (right to buy) Disposed to Issuer -250,000 -100% 0 17 Jul 2025 Common Stock 250,000 $2.39 Direct F3
transaction ICAD Stock Option (right to buy) Disposed to Issuer -100,000 -100% 0 17 Jul 2025 Common Stock 100,000 $1.85 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dana R. Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated April 15, 2025 (the "Merger Agreement"), by and among the Issuer, RadNet, Inc., a Delaware corporation ("RadNet"), and Trio Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of RadNet (Merger Sub"), pursuant to which, among other things, Merger Sub merged with and into the Issuer (the "Merger") on July 17, 2025 (the "Effective Time").
F2 At the Effective Time, each issued and outstanding share of common stock of the Issuer ("iCAD Stock") was automatically canceled and retired, and was converted into the right to receive 0.0677 shares (the "Exchange Ratio") of common stock of RadNet ("RadNet Stock"), and, if applicable, cash in lieu of fractional shares.
F3 At the Effective Time, each option to purchase shares of iCAD Stock (whether or not vested or exercisable) outstanding and unexercised immediately prior to the Effective Time with an exercise price of less than $7.20 (each, an "Eligible iCAD Option") was assumed by RadNet and converted into an option (i) to purchase a number of shares of RadNet Stock equal to the product of (1) the number of shares of iCAD Stock subject to such Eligible iCAD Option immediately prior to the Effective Time and (2) the Exchange Ratio, rounded down to the nearest whole number, and (ii) with an exercise price equal to (1) the exercise price per share of iCAD Stock of such Eligible iCAD Option immediately prior to the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest cent. Each outstanding and unexercised iCAD option that was not an Eligible iCAD Option terminated and ceased to be outstanding as of the Effective Time without any consideration payable for such option.

Remarks:

President and Chief Executive Officer