SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wood Susan Alyson

(Last)

(First)

(Middle)

C/O ICAD, INC.

2 TOWNSEND WEST, SUITE 6

(Street)

NASHUA

03063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICAD INC [ ICAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/17/2025		D		4,134⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.89	07/17/2025		D			40,000	⁽³⁾	⁽³⁾	Common Stock	40,000	⁽³⁾	0	D
Stock Option (right to buy)	$3.7	07/17/2025		D			8,738	⁽³⁾	⁽³⁾	Common Stock	8,738	⁽³⁾	0	D
Stock Option (right to buy)	$8.81	07/17/2025		D			3,879	⁽³⁾	⁽³⁾	Common Stock	3,879	⁽³⁾	0	D
Stock Option (right to buy)	$13.2	07/17/2025		D			2,590	⁽³⁾	⁽³⁾	Common Stock	2,590	⁽³⁾	0	D
Stock Option (right to buy)	$18	07/17/2025		D			30,000	⁽³⁾	⁽³⁾	Common Stock	30,000	⁽³⁾	0	D
Stock Option (right to buy)	$7.2	07/17/2025		D			30,000	⁽³⁾	⁽³⁾	Common Stock	30,000	⁽³⁾	0	D
Stock Option (right to buy)	$1.95	07/17/2025		D			30,000	⁽³⁾	⁽³⁾	Common Stock	30,000	⁽³⁾	0	D
Stock Option (right to buy)	$2.7	07/17/2025		D			13,137	⁽³⁾	⁽³⁾	Common Stock	13,137	⁽³⁾	0	D
Stock Option (right to buy)	$1.78	07/17/2025		D			30,000	⁽³⁾	⁽³⁾	Common Stock	30,000	⁽³⁾	0	D
Stock Option (right to buy)	$1.52	07/17/2025		D			13,044	⁽³⁾	⁽³⁾	Common Stock	13,044	⁽³⁾	0	D
Stock Option (right to buy)	$2.06	07/17/2025		D			30,000	⁽³⁾	⁽³⁾	Common Stock	30,000	⁽³⁾	0	D
Stock Option (right to buy)	$3.69	07/17/2025		D			10,593	⁽³⁾	⁽³⁾	Common Stock	10,593	⁽³⁾	0	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

	/s/ Susan Wood	07/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Wood Susan Alyson returned 4,134 shares to the company, closing all direct ownership in the company (SEC Form 4)