Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273459
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 9, 2023)
iCAD, INC.
$25,000,000
Common Stock
We have entered into an at the market offering agreement (the “Sales
Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), relating to shares of our common stock, par value
$0.01 per share, offered by this prospectus supplement and accompanying prospectus. In accordance with the terms of the Sales Agreement,
we may offer and sell shares of our common stock having an aggregate offering price of up to $25,000,000, from time to time through or
to the Sales Agent, acting as our agent or as principal.
Our common stock is traded on the Nasdaq Capital Market under the symbol
“ICAD.” On August 10, 2023, the last reported sale price of our common stock was $2.53 per share.
Sales of our common stock, if any, under this prospectus supplement
and accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific
number or dollar amount of securities, but will act as sales agent using commercially reasonable efforts consistent with its normal trading
and sales practices, on mutually agreed terms between Sales Agent and us. There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
The compensation to the Sales Agent for sales of common stock sold
pursuant to the Sales Agreement will be equal to 3% of the gross proceeds of any shares of common stock sold under the Sales Agreement.
In connection with the sale of the common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within
the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commission or discount. We
have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities
under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution”
beginning on page S-10 for additional information regarding compensation payable to the Sales Agent.
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD
REVIEW CAREFULLY THE “RISK FACTORS” ON PAGE S-5 OF THIS PROSPECTUS SUPPLEMENT, AND IN THE DOCUMENTS INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING BASE PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
__________________________
Craig-Hallum
The date of this prospectus supplement is August
11, 2023
TABLE OF CONTENTS
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Page |
ABOUT THIS PROSPECTUS
SUPPLEMENT |
S-1 |
PROSPECTUS SUPPLEMENT
SUMMARY |
S-2 |
THE OFFERING |
S-3 |
SPECIAL NOTE REGARDING
FORWARD-LOOKING INFORMATION |
S-4 |
RISK FACTORS |
S-5 |
USE OF PROCEEDS |
S-7 |
DILUTION |
S-8 |
DESCRIPTION OF
SECURITIES WE ARE OFFERING |
S-9 |
PLAN OF DISTRIBUTION |
S-10 |
LEGAL MATTERS |
S-12 |
EXPERTS |
S-12 |
DOCUMENTS INCORPORATED
BY REFERENCE |
S-12 |
Prospectus
ABOUT THIS PROSPECTUS |
ii |
TRADEMARKS |
ii |
PROSPECTUS SUMMARY |
1 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
2 |
RISK FACTORS |
3 |
USE OF PROCEEDS |
4 |
RATIO OF EARNINGS TO FIXED CHARGES |
4 |
DESCRIPTION OF CAPITAL STOCK WE MAY OFFER |
5 |
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER |
7 |
DESCRIPTION OF WARRANTS WE MAY OFFER |
14 |
DESCRIPTION OF RIGHTS WE MAY OFFER |
16 |
DESCRIPTION OF UNITS WE MAY OFFER |
17 |
PLAN OF DISTRIBUTION |
19 |
EXPERTS |
21 |
LEGAL MATTERS |
21 |
WHERE YOU CAN FIND MORE INFORMATION |
21 |
INFORMATION INCORPORATED BY REFERENCE |
21 |
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is not complete without, and may not be
utilized except in connection with, the accompanying prospectus dated August 9, 2023, and any amendments to such prospectus. This prospectus
supplement provides supplemental information regarding the Company, updates and changes information contained in the accompanying prospectus
and describes the specific terms of this offering. The accompanying prospectus gives more general information, some of which may not apply
to this offering. We incorporate by reference important information into this prospectus supplement and the accompanying prospectus. You
may obtain the information incorporated by reference into this prospectus supplement and the accompanying prospectus without charge by
following the instructions under “Incorporation of Certain Information by Reference” in this prospectus supplement and “Where
You Can Find More Information” in the accompanying prospectus. You should carefully read both this prospectus supplement and the
accompanying prospectus, as well as additional information described under “Incorporation of Certain Information by Reference,”
before deciding to invest in shares of our common stock. If the information in, or incorporated by reference in, this prospectus supplement
conflicts with information in the accompanying prospectus or a document incorporated by reference herein or therein, the information in,
or incorporated by reference in, this prospectus supplement shall control.
All references in this prospectus supplement to “iCAD,”
“the Company,” “we,” “us” or “our” mean iCAD, Inc., unless we state otherwise or the context
otherwise requires.
In making your investment decision, you should rely only on the
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the
agent has not, authorized anyone to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it. We are not, and the agent is not, making an offer to sell these securities under any circumstance
or in any jurisdiction where the offer is not permitted or unlawful. You should assume that the information contained in this prospectus
supplement and the accompanying prospectus is accurate only as of their respective dates, and that any information in documents that we
have incorporated by reference is accurate only as of the date of the document incorporated by reference. Our business, financial condition,
results of operations, cash flows and prospects may have changed since those dates.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by, and should
be read together with, our consolidated financial statements and related notes thereto and the more detailed information appearing elsewhere
or incorporated by reference in this prospectus supplement and the accompanying prospectus. Before you decide to invest in our common
stock, you should read the entire prospectus supplement and the accompanying prospectus carefully, including the risk factors and the
financial statements and related notes included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Our Company
iCAD, Inc.
This summary highlights selected information appearing elsewhere in
this prospectus supplement or accompanying prospectus, or incorporated by reference herein or therein, and does not contain all of the
information that you need to consider in making your investment decision. You should carefully read the entire prospectus supplement and
accompanying base prospectus and any related free writing prospectus, including the risks of investing in our securities discussed under
the heading “Risk Factors” herein and therein, and any related free writing prospectus, and under similar headings in the
other documents that are incorporated by reference into this prospectus supplement or accompanying base prospectus. You should also carefully
read the information incorporated by reference into this prospectus supplement and accompanying base prospectus, including our financial
statements, and the exhibits to the registration statement of which this prospectus supplement is a part.
Business Overview
iCAD, Inc. is a global medical technology company providing innovative
cancer detection and therapy solutions. The Company reports in two operating segments: Cancer Detection (“Detection”) and
Cancer Therapy (“Therapy”). Originally incorporated in Delaware in 1984 as Howtek, Inc., the Company changed its name to iCAD,
Inc. in 2002. The Company’s headquarters are located in Nashua, New Hampshire. Xoft, Inc., Xoft Solutions LLC and iCAD France LLC
are wholly owned subsidiaries of iCAD, Inc. and are consolidated for reporting purposes.
iCAD continues to evolve from a business focused on image analysis
for the early detection of cancers to a broader participant in the cancer therapy market. The Company’s strategy is to provide patients
and clinicians with a broad portfolio of innovative clinical and workflow solutions and technologies that address the two primary stages
of the cancer care cycle, namely detection and treatment. The Company believes that its products can enhance early cancer detection and
earlier targeted intervention, which could result in better health outcomes, overall savings to the healthcare system, and increased market
demand and adoption of iCAD’s solutions.
Corporate Information
Our principal executive offices are located at 98 Spit Brook Road,
Suite 100, Nashua, New Hampshire 03062, and our telephone number is (603) 882-5200. Our website is located at www.icadmed.com. We do not
incorporate by reference into this prospectus supplement and accompanying prospectus the information on, or accessible through, our website.
Our common stock trades on The Nasdaq Capital Market under the symbol “ICAD”.
The Offering
Common stock we are offering |
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Shares of our common stock having an aggregate offering price of up to $25 million. |
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Manner of offering |
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“At the market” offering that may be made from time to time through our agent, Craig-Hallum. See “Plan of Distribution.” |
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Use of proceeds |
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We currently intend to use the net proceeds from this offering, if any, for general corporate purposes, which may include, but are not limited to, working capital and capital expenditures. See “Use of Proceeds.” |
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Risk factors |
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See “Risk Factors” elsewhere in this prospectus supplement for a discussion of the factors you should carefully consider before deciding to invest in our common stock. |
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Listing |
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Our common stock is listed on The Nasdaq Capital Market under the symbol
“ICAD”.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the
documents incorporated by reference herein and therein contain forward-looking statements, within the meaning of Section 27A of the
Securities Act, and Section 21E of the Exchange Act, and is subject to the safe harbor created by those sections. Such statements
may include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for product development and
our cooperative arrangements, future operations, financing needs or plans, as well as assumptions relating to the foregoing. The words
“anticipate,” “believe,” “estimate,” “expect,” “goal,” “may,”
“plan,” “project,” “will” and similar expressions identify forward-looking statements, which speak
only as of the date the statement was made.
These forward-looking statements may include those relating to amounts
sold under the Sales Agreement and the use of proceeds therefrom, the value of our technology, management of finances and the Company’s
future products and product applications are forward-looking statements that involve a number of risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements.
Our actual results could differ materially from those discussed in
the forward-looking statements. 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
continued impact of the COVID-19 pandemic, 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 impact of supply and manufacturing constraints or difficulties, product market acceptance, possible
technological obsolescence of products, increased competition, litigation and/or government regulation, changes in Medicare 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; our ability to maintain our listing on The Nasdaq Stock Market; and other risk factors identified from
time to time in the Company’s Securities and Exchange Commission (“SEC”), reports, including the Company’s Annual
Report on Form 10-K filed with the SEC. These factors are not intended to represent a complete list of the general or specific factors
that may affect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant,
now or in the future, and the factors set forth in this prospectus supplement may affect us to a greater extent than indicated. Except
as expressly required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, changes in circumstances or any other reason.
RISK FACTORS
An investment in our securities involves a high degree of
risk. You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus, including
the risks and uncertainties described below, and all other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before you decide whether to purchase our securities. The risks and uncertainties we
describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also
impair our business operations. If any of the events described herein were to occur, our business, financial condition or results of
operations would likely suffer. In that event, the trading price of our common stock could decline and you could lose all or part of
your investment.
Risks Related to this Offering
You may experience immediate and substantial
dilution in the net tangible book value per share of the common stock you purchase.
The
offering price per share in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this
offering. Assuming that an aggregate 9,803,922 shares of our common stock are sold in this offering at an assumed offering price of $2.55
per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on August 9, 2023, for aggregate gross
proceeds of $25,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you would experience
immediate dilution of $1.68 per share, representing the difference between our net tangible book value per share as of June 30, 2023,
on an unaudited as adjusted basis after giving effect to this offering. Because the offering price per share will vary based on the market
for our common stock and our net tangible book value per share will change over the course of the offering, the actual dilution experienced
by you may be more or less than this amount.
Issuances by the Company or sales by stockholders of a substantial
number of shares of our common stock in the public market could cause our stock price to fall.
Sales of a substantial number of shares of our common stock in the
public market could occur at any time. As of August 10, 2023, we had 25,446,407 shares of our common stock outstanding. If our stockholders
sell, or the market perceives that our stockholders intend to sell, substantial amount of our common stock in the public market, the market
price of our common stock could decline significantly.
Shares issued upon the exercise of stock options outstanding under
our equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market
to the extent permitted by the provisions of applicable vesting schedules and Rule 144 and Rule 701 under the Securities Act.
Our management team will have broad discretion to use the net
proceeds from this offering and its investment of these proceeds may not yield a favorable return.
Our management team will have broad discretion in the application of
the net proceeds from this offering and could spend or invest the proceeds in ways that may not yield a favorable return or enhance the
value of our common stock. Accordingly, investors will need to rely on our management team’s judgment with respect to the use of
these proceeds. We intend to use the proceeds from this offering in the manner described in the section titled “Use of Proceeds.”
The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business. We cannot
specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, and the uses
will depend on how much of the maximum $25,000,000 of shares are actually sold in this offering. In addition, the amount, allocation
and timing of our actual expenditures will depend upon numerous factors. Accordingly, we will have broad discretion in using these proceeds.
Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.
We do not anticipate paying cash dividends and, accordingly,
stockholders must rely on share appreciation for any return on their investment.
We have never paid any dividends on our capital stock. We currently
intend to retain our future earnings, if any, to fund the development and growth of our businesses and do not anticipate that we will
declare or pay any cash dividends on our capital stock in the foreseeable future. As a result, capital appreciation, if any, of our common
stock will be your sole source of gain on your investment for the foreseeable future. Investors seeking cash dividends should not invest
in our common stock.
Raising additional capital may cause dilution to our stockholders,
including purchasers of our common stock in this offering, restrict our operations or require us to relinquish substantial rights.
To the extent that we raise additional capital through the sale of
equity or convertible debt securities, your ownership interest will be diluted, and the terms of these new securities may include liquidation
or other preferences that adversely affect your rights as a common stockholder. Debt financing, if available, may involve fixed payment
obligations or agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional
debt, making capital expenditures or declaring dividends. If we raise additional funds through partnerships, collaborations, strategic
alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, product candidates
or future revenue streams, or grant licenses on terms that are not favorable to us. We cannot assure you that we will be able to obtain
additional funding if and when necessary. If we are unable to obtain adequate financing on a timely basis, we could be required to delay,
scale back or eliminate one or more of our clinical or discovery programs or grant rights to develop and market product candidates that
we would otherwise prefer to develop and market ourselves. In addition, we may seek additional capital due to favorable market conditions
or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.
The common stock offered hereby will be sold in “at the
market offerings,” and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering at different times will
likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results.
We will have discretion, subject to market demand and the terms of the Sales Agreement, to vary the timing, prices and number of shares
sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any
applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience
a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
USE OF PROCEEDS
We may issue and sell shares of our common stock having aggregate sales
proceeds of up to $25,000,000 from time to time. Because there is no minimum offering amount required as a condition to any sales in this offering,
the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance
that we will sell any shares under or fully utilize the Sales Agreement with the Sales Agent as a source of financing.
We intend to use the net proceeds, if any, from the sale of our common
stock in this offering for working capital and general corporate purposes. We have not identified the amounts we will spend on any specific
purpose. The amounts actually expended for any purpose may vary significantly depending upon numerous factors, including assessments of
potential market opportunities, the results of clinical trials and regulatory developments. In the event any net proceeds are not immediately
applied, we may temporarily deposit them in our bank accounts as cash and cash equivalents or purchase short-term investments.
DILUTION
If you invest in our common stock, your interest will be diluted by
an amount equal to the difference between the public offering price and the net tangible book value per share of common stock after this
offering. We calculate net tangible book value per share by dividing our net tangible book value (total assets less intangible assets
and total liabilities) by the number of outstanding shares of common stock.
Our net tangible book value at June 30, 2023 was $6,766,000, or $0.27
per share of common stock. After giving effect to the sale of shares of our common stock in the aggregate amount of $25,000,000 at an
assumed offering price of $2.55 per share, the last reported sale price of our common stock on August 9, 2023 on The Nasdaq Capital
Market, and after deducting estimated commissions and estimated offering expenses, our as-adjusted net tangible book value at June 30,
2023 would have been $30,561,520, or $0.87 per share. This represents an immediate increase in as-adjusted net tangible book value of
$0.60 per share to existing shareholders and an immediate dilution of $1.68 per share to new investors. The following table illustrates
this per share dilution:
Assumed public offering price per share |
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$ |
2.55 |
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Net tangible book value per share as of June 30, 2023 |
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$ |
0.27 |
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Increase in net tangible book value attributable to this offering |
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$ |
0.60 |
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As adjusted net tangible book value per share as of June 30, 2023 |
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$ |
0.87 |
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Dilution in net tangible book value per share to new investors |
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$ |
1.68 |
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The table above assumes, for illustrative purposes only, that an aggregate
of 9,803,922 shares of our common stock are sold at an assumed offering price of $2.55 per share, for aggregate gross proceeds of approximately
$25,000,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $0.50 per share
in the price at which the shares are sold from the assumed offering price of $2.55 per share shown in the table above, assuming all of
our common stock in the aggregate amount of $25,000,000 is sold at that price, would not change our as-adjusted net tangible book value
per share after the offering but would increase the dilution in net tangible book value per share to new investors in this offering to
$2.14 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.50 per share in
the price at which the shares are sold from the assumed offering price of $2.55 per share shown in the table above, assuming all of our
common stock in the aggregate amount of $25,000,000 is sold at that price, would not change our as-adjusted net tangible book value per
share after the offering but would decrease the dilution in net tangible book value per share to new investors in this offering to $1.24
per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative
purposes only.
To the extent that any options are exercised, new options are issued
under our equity incentive plans or we otherwise issue additional shares of common stock in the future, there will be further dilution
to new investors.
These calculations are based on 25,446,407 shares outstanding as of
June 30, 2023 and exclude, as of that date, the following:
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3,265,920 shares of our common stock issuable upon exercise of outstanding options, of which 2,042,460 were exercisable at a weighted average exercise price of $7.13per share, under our equity incentive plans; and |
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• |
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756,460 shares of our common stock reserved for issuance pursuant to our equity incentive plans. |
DESCRIPTION OF SECURITIES WE ARE OFFERING
We are offering up to $25 million of shares of our common stock.
Our Amended and Restated Certificate of Incorporation, as amended,
authorizes us to issue 60,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of “blank check”
preferred stock. As of June 30, 2023, there were 25,446,407 shares of common stock, and no shares of preferred stock, outstanding.
All outstanding common stock is, and any stock issued under this prospectus
supplement will be, duly authorized, fully paid and nonassessable. Subject to the rights of the holders of our outstanding preferred stock,
holders of common stock:
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are entitled to any dividends validly declared; |
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will share ratably in our net assets in the event of a liquidation; and |
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are entitled to one vote per share. |
The common stock has no conversion rights. Holders of common stock
have no preemption, subscription, redemption, or call rights related to those shares.
The transfer agent and registrar for our common stock is Continental
Stock Transfer & Trust Company.
PLAN OF DISTRIBUTION
We have entered into the Sales Agreement with Craig-Hallum under which
we may offer and sell up to $25,000,000 of our shares of common stock, par value $0.01 from time to time through Craig-Hallum acting as
agent. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying base prospectus will be made
by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.
Each time we wish to issue and sell our shares of common stock under
the Sales Agreement, we will notify Craig-Hallum of the number or amount of shares to be issued, the dates on which such sales are anticipated
to be made, any limitation on the number or amount of shares to be sold in any one day and any minimum price below which sales may not
be made. Once we have so instructed Craig-Hallum, unless Craig-Hallum declines to accept the terms of such notice, Craig-Hallum has agreed
to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount
specified on such terms. The obligations of Craig-Hallum under the Sales Agreement to sell our shares of common stock are subject to a
number of conditions that we must meet. Craig-Hallum may engage in passive market making transactions in the shares of common stock on
The Nasdaq Capital Market in accordance with Regulation M under the Exchange Act.
The settlement of sales of shares between us and Craig-Hallum is generally
anticipated to occur on the second trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated
in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and
Craig-Hallum may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay Craig-Hallum a commission equal to 3% of aggregate gross
proceeds we receive from the sale of our shares of common stock sold pursuant to the Sales Agreement. Because there is no minimum
offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us,
if any, are not determinable at this time. We estimate that the total expenses for the offering, excluding any commissions or expense
reimbursement payable to Craig-Hallum under the terms of the Sales Agreement, will be approximately $176,500. The remaining sale proceeds,
after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.
Craig-Hallum will provide written confirmation to us no later than
the open of trading on The Nasdaq Capital Market on the trading day immediately following each trading day on which our shares of common
stock are sold under the Sales Agreement. Each confirmation will include the number of shares sold on that day, the price or prices at
which such shares were sold, the aggregate gross proceeds of such sales, the proceeds to us and the commission payable to Craig-Hallum
with respect to such sales.
In connection with the sale of our shares of common stock on our behalf,
Craig-Hallum will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Craig-Hallum
will be deemed to be underwriting commissions or discounts. We have agreed to indemnify Craig-Hallum against certain civil liabilities,
including liabilities under the Securities Act. We have also agreed to contribute to payments Craig-Hallum may be required to make in
respect of such liabilities.
The offering of our shares of common stock pursuant to the Sales Agreement
will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sales Agreement and (ii) the termination
of the Sales Agreement as permitted therein. We and Craig-Hallum may each terminate the Sales Agreement at any time by giving written
notice, provided that such termination will not be effective until the close of business on the date specified in such notice received
by Craig-Hallum or us, as the case may be, in accordance with the Sales Agreement.
This summary of the material provisions of the Sales Agreement does
not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, under the Exchange Act on the date hereof and is incorporated by reference
in this prospectus supplement.
Any portion of the $25,000,000 included in this prospectus supplement
that is not previously sold or included in an active issuance notice pursuant to the Sales Agreement is available for sale in other offerings
pursuant to the accompanying base prospectus, and if no shares are sold under the Sales Agreement, the full $25,000,000 of securities
may be sold in other offerings pursuant to the accompanying base prospectus.
Our common stock is listed on The Nasdaq Capital Market and trades under
the symbol “ICAD”. The transfer agent of our common stock is Continental Stock Transfer & Trust Company, located at 1
State Street, 30th Floor, New York, NY 10014.
Craig-Hallum and its affiliates may in the future provide various investment
banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in
the future receive customary fees. In the course of its business, Craig-Hallum may actively trade our securities for its own account or
for the accounts of customers, and, accordingly, Craig-Hallum may at any time hold long or short positions in such securities. Craig-Hallum
has performed, is currently performing and may in the future perform, various financial advisory and investment banking services for us
in connection with our evaluation of potential strategic transactions, for which they received or will receive customary fees and expenses.
A prospectus supplement and the accompanying prospectus in electronic
format may be made available on a website maintained by Craig-Hallum, and Craig-Hallum may distribute the prospectus supplement and the
accompanying prospectus electronically.
Offer restrictions outside the United States
Other than in the United States, no action has been taken by us or
Craig-Hallum that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action
for that purpose is required. The securities offered by this prospectus supplement and the accompanying base prospectus may not be offered
or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with
the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement
comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus
supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered
by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
LEGAL MATTERS
The validity of the common stock being offered hereby will be passed
upon by Dentons US LLP, New York, New York. The agent is represented by Faegre Drinker Biddle & Reath LLP in connection with
the shares of common stock being offering hereby.
EXPERTS
The consolidated financial statements as of December 31, 2022 and 2021
and for each of the three years in the period ended December 31, 2022 incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.A.),
an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in
auditing and accounting.
DOCUMENTS INCORPORATED BY REFERENCE
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. These documents are on file with the SEC. Our SEC filings are also available to the public from the SEC’s
website at www.sec.gov.
This prospectus supplement and the accompanying prospectus are part
of a registration statement on Form S-3, including amendments, relating to the common stock offered by this prospectus supplement and
the accompanying prospectus, which have been filed with the SEC. This prospectus supplement and the accompanying prospectus do not contain
all of the information set forth in the registration statement and the exhibits and schedules thereto, certain parts of which are omitted
in accordance with the rules and regulations of the SEC. Statements contained in this prospectus supplement and the accompanying prospectus
as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to
the copy of that contract or other document filed as an exhibit to the registration statement. For further information about us and the
common stock offered by this prospectus supplement and the accompanying prospectus we refer you to the registration statement and the
exhibits and schedules which may be obtained as described above.
The SEC allows us to “incorporate by reference” the information
contained in documents that we file with them, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus.
Information in the accompanying prospectus supersedes information incorporated by reference that we filed with the SEC before the date
of the prospectus supplement, and information in this prospectus supplement supersedes information incorporated by reference that we filed
with the SEC before the date of this prospectus supplement, while information that we file later with the SEC will automatically update
and supersede the information in this prospectus supplement and the accompanying prospectus or incorporated by reference. We incorporate
by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the time that all securities covered by this prospectus supplement have been sold; provided, however, that we are
not incorporating any information furnished under any of Item 2.02 or Item 7.01 of any current report on Form 8-K:
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• |
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023; |
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• |
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The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 from our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 1, 2023; |
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• |
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Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023 filed with the SEC on May 15, 2023 and August 11, 2023, respectively; |
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• |
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Our Current Reports on Form 8-K filed with the SEC on April 17, 2023 and June 14, 2023; and |
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• |
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The description of our common stock contained in our Registration Statements on Form 8-A filed with the SEC and any amendments thereto. |
We will promptly provide, without charge to each person (including
any beneficial owners) who receives a copy of this prospectus supplement, upon written or oral request, a copy of any or all of the documents
incorporated by reference in this prospectus supplement. Requests should be directed to:
iCAD, Inc.
98 Spit Brook Road, Suite 100,
Nashua, New Hampshire 03062
Telephone: (603) 882-5200
Attention: Investor Relations
Statements contained in this prospectus supplement as to the contents
of any contract or other documents are not necessarily complete, and in each instance investors are referred to the copy of the contract
or other document filed as an exhibit to the registration statement or to a document incorporated by reference, each such statement being
qualified in all respects by such reference and the exhibits and schedules thereto.
PROSPECTUS
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
__________________________
From time to time, we may offer and sell up to an aggregate of $100,000,000
of any combination of the securities described in this prospectus, either individually or in combination. We may also offer common stock
or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock
or debt securities upon the exercise of warrants. We may also issue units comprised of one or more shares of common stock, shares of preferred
stock, debt securities, warrants and/or rights in any combination.
When we decide to sell particular securities, we will provide you with
the specific terms and the offering price of the securities we are then offering in one or more prospectus supplements to this prospectus.
The prospectus supplement may add to, change or update information contained in this prospectus. The prospectus supplement may also contain
important information about U.S. federal income tax consequences. You should carefully read this prospectus, together with any prospectus
supplements and information incorporated by reference in this prospectus and any prospectus supplements, before you decide to invest.
This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Our common stock is quoted on The Nasdaq Capital Market under the trading
symbol “ICAD.” Any common stock sold pursuant to this prospectus or any prospectus supplement will be listed on that exchange,
subject to official notice of issuance. Each prospectus supplement to this prospectus will contain information, where applicable, as to
any other listing on any national securities exchange of the securities covered by the prospectus supplement. On July 21, 2023, the last
reported sale price of our common stock was $3.61 per share.
We may offer and sell the securities described in this prospectus to
or through one or more underwriters, dealers or agents, or directly to purchasers on an immediate, continuous or delayed basis. The names
of any underwriters, dealers or agents involved in the sale of any securities, the specific manner in which they may be offered and any
applicable commissions or discounts will be set forth in an accompanying prospectus supplement covering the sales of those securities.
Investing in our securities involves significant risks. See “Risk Factors” beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus is ,
2023
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS |
ii |
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TRADEMARKS |
ii |
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PROSPECTUS SUMMARY |
1 |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
2 |
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RISK FACTORS |
3 |
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USE OF PROCEEDS |
4 |
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RATIO OF EARNINGS TO FIXED CHARGES |
4 |
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DESCRIPTION OF CAPITAL STOCK WE MAY OFFER |
5 |
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DESCRIPTION OF DEBT SECURITIES WE MAY OFFER |
7 |
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DESCRIPTION OF WARRANTS WE MAY OFFER |
14 |
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DESCRIPTION OF RIGHTS WE MAY OFFER |
16 |
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DESCRIPTION OF UNITS WE MAY OFFER |
17 |
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PLAN OF DISTRIBUTION |
19 |
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EXPERTS |
21 |
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LEGAL MATTERS |
21 |
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WHERE YOU CAN FIND MORE INFORMATION |
21 |
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INFORMATION INCORPORATED BY REFERENCE |
21 |
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf
registration process, we may, from time to time, offer and sell common stock, preferred stock, debt securities, warrants for debt and
equity securities, rights to purchase common stock, preferred stock, or warrants in one or more series, and units consisting of the foregoing
in one or more transactions.
This prospectus only provides you with a general description of the
securities we may sell in these transactions. Each time we sell any securities under this prospectus, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The prospectus supplement also may add, update or change information
contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material
information relating to these offerings. This prospectus does not contain all of the information included in the registration statement
we filed with the SEC. For further information about us or the securities offered hereby, you should carefully read this prospectus, any
applicable prospectus supplement, any related free writing prospectuses, the information and documents incorporated herein by reference
and the additional information under the heading “Where You Can Find Additional Information” before making an investment decision.
You should rely only on the information contained or incorporated by
reference in this prospectus, any applicable prospectus supplement and any related free writing prospectuses that we may authorize to
be provided to you. We have not authorized any other person to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. This prospectus and the accompanying supplement to this prospectus are not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement or any related
free writing prospectuses, as well as information we have previously filed with the SEC and incorporated by reference, is accurate only
as of the date on the cover of those documents. If any statement in one of these documents is inconsistent with a statement in another
document having a later date-for example, a document incorporated by reference in this prospectus-the statement in the document having
the later date modifies or supersedes the earlier statement as our business, financial condition, results of operations and prospects
may have changed since the earlier dates.
This prospectus may not be used to consummate sales of any of these
securities unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus supplement,
this prospectus and/or any documents incorporated by reference, the document with the most recent date will control.
In this prospectus and any prospectus supplement, unless otherwise
stated or the context otherwise indicates, references to “ICAD,” “iCAD,” “the Company,” “we,”
“us,” “our” and similar references refer to iCAD, Inc., a Delaware corporation.
TRADEMARKS
The iCAD logo and other trademarks of iCAD appearing in this prospectus
are the property of iCAD. All other trademarks, service marks and trade names in this prospectus are the property of their respective
owners. Solely for convenience, trademarks and trade names referred to in this report may appear without the ® or ™ symbols.
PROSPECTUS SUMMARY
iCAD, Inc.
This summary highlights selected information appearing elsewhere
in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider
in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related
free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained
in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that
are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this
prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Unless
otherwise indicated or the context otherwise requires, the terms the “Company,” “iCAD,” “we,” “us”
and “our” refer to iCAD, Inc., a Delaware corporation, and its predecessors and consolidated subsidiaries.
Business Overview
iCAD, Inc. is a global medical technology company providing innovative
cancer detection and therapy solutions. The Company reports in two operating segments: Cancer Detection (“Detection”) and
Cancer Therapy (“Therapy”). Originally incorporated in Delaware in 1984 as Howtek, Inc., the Company changed its name to iCAD,
Inc. in 2002. The Company’s headquarters are located in Nashua, New Hampshire. Xoft, Inc., Xoft Solutions LLC and iCAD France LLC
are wholly owned subsidiaries of iCAD, Inc. and are consolidated for reporting purposes.
Corporate Information
Our principal executive offices are located at 98 Spit Brook Road,
Suite 100, Nashua, New Hampshire 03062, and our telephone number is (603) 882-5200. Our website is located at www.icadmed.com. We do not
incorporate by reference into this prospectus the information on, or accessible through, our website. Our common stock trades on The Nasdaq
Capital Market under the symbol “ICAD”.
Securities We May Offer Under This Prospectus
We may offer shares of our common stock and preferred stock, various
series of debt securities and/or warrants to purchase any of such securities, either individually or in combination, up to a total dollar
amount of $100,000,000, from time to time under this prospectus, together with the applicable prospectus supplement and any related free writing
prospectus, at prices and on terms to be determined by market conditions at the time of any offering. We may also offer common stock,
preferred stock and/or debt securities upon the exercise of warrants, and we may offer common stock or preferred stock upon the conversion
of preferred stock or debt securities. This prospectus provides you with a general description of the securities we may offer. Each time
we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific
amounts, prices and other important terms of the securities, including, to the extent applicable:
| · | designation or classification; |
| · | aggregate principal amount or aggregate offering price; |
| · | maturity date, if applicable; |
| · | original issue discount, if any; |
| · | rates and times of payment of interest or dividends, if any; |
| · | redemption, conversion, exercise, exchange or sinking fund terms, if any; |
| · | conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion
or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; |
| · | restrictive covenants, if any; |
| · | voting or other rights, if any; and |
| · | material or special U.S. federal income tax considerations, if any. |
The applicable prospectus supplement and any related free writing prospectus
that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the
documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is
not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus
is a part.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and certain information incorporated herein by reference
contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed
in the forward-looking statements. The statements contained in this prospectus that are not purely historical are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 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 impact of supply and manufacturing constraints or difficulties,
product market acceptance, possible technological obsolescence of products, increased competition, litigation and/or government regulation,
changes in Medicare reimbursement policies, risks relating to our existing and future debt obligations, competitive factors, the effects
of a decline in the economy or markets served by the Company, and other risks detailed in 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.
Factors that might cause these differences include the following:
| · | our ability to achieve and sustain future profitability; |
| · | fluctuations in annual and quarterly operating results; |
| · | continuing or worsening of global pandemics; |
| · | changes in the market for our products and treatments; |
| · | changes in coverage and reimbursement decisions by third-party payors which impact our products and treatments; |
| · | lost of customers or potential customers; |
| · | changes in revenue due to our new license model; |
| · | changes in product sales due to market competition; |
| · | our plans to research, develop and commercialize our products; |
| · | our ability to successfully commercialize, and our expectations regarding future products; |
| · | our ability to obtain and maintain intellectual property protection for our products; |
| · | our ability to attract and retain experienced and seasoned scientific and management professionals to lead the Company; |
| · | our strategic alliance partners’ election to pursue development and commercialization of any programs or products that are subject
to our collaboration and license agreements with such partners; |
| · | our ability to attract collaborators with relevant development, regulatory and commercialization expertise; |
| · | our ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; |
| · | our ability to avoid, settle or be victorious at costly litigation with shareholders, former executives or others, should these situations
arise; |
| · | our ability to obtain and deploy funding for our operations and to efficiently use our financial and other resources; and |
| · | the accuracy of our estimates regarding future expenses, future revenues, capital requirements and need for additional financing. |
We urge you to consider these factors carefully in evaluating the forward-looking
statements contained in this prospectus and accompanying prospectus. All subsequent written or oral forward-looking statements attributable
to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking
statements included in this prospectus are made only as of the date of this prospectus. We undertake no obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent that we are required
to do so by law.
RISK FACTORS
Before you invest in any of the Company’s securities, in addition
to the other information in this prospectus and the applicable prospectus supplement, you should carefully consider (i) the risk factors
contained in the Company’s most recent annual report on Form 10-K and in our most recent quarterly reports on Form 10-Q, which are
incorporated by reference into this prospectus, (ii) all of the other information included or incorporated by reference in this prospectus,
and (iii) the applicable prospectus supplement, as the same may be updated from time to time by the Company’s future filings under
the Exchange Act.
The risks and uncertainties described herein are not the only ones
facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial
may also impair its business or operations. Any adverse effect on the Company’s business, financial condition or operating results
could result in a decline in the value of the securities and the loss of all or part of your investment. The prospectus supplement applicable
to each series of securities the Company offers may contain a discussion of additional risks applicable to an investment in the Company
and the securities the Company is offering under that prospectus supplement.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, we will use
the net proceeds from the sale of securities offered by this prospectus for sales and marketing, working capital, and general corporate
purposes. In addition, we believe opportunities may exist from time to time to expand our current business through acquisitions or in-licenses
of, or investments in, complementary companies, medicines, intellectual property or technologies. While we have no current agreements
or commitments for any specific acquisitions, in-licenses or investments at this time, we may use a portion of the net proceeds for these
purposes. As of the date of this prospectus, we have not identified any specific and material proposed uses of the anticipated proceeds.
Our expected use of net proceeds from the sale of any securities offered
pursuant to the applicable prospectus supplement for such offering will vary depending on our then current intentions based upon our plans
and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds
to be received upon the completion of any offering or the amounts that we will actually spend on any specific uses set forth above. The
amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the factors described under
or referenced under the heading “Risk Factors” in this prospectus. As a result, unless otherwise specified in the prospectus
supplement, our management will have broad discretion in its application of the net proceeds, and investors will be relying on our judgment
in such application.
Pending use of net proceeds from the sale of securities offered by
this prospectus and the applicable prospectus supplement for such sale, we may invest in short-term and intermediate-term interest-bearing
obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
RATIO OF EARNINGS TO FIXED CHARGES
If we offer debt securities and/or preference equity securities under
this prospectus, then we will, if required at that time, provide a ratio of earnings to fixed charges and/or ratio of combined fixed charges
and preference dividends to earnings, respectively, in the applicable prospectus supplement for such offering.
DESCRIPTION OF CAPITAL STOCK WE MAY OFFER
The following description summarizes important terms of our capital
stock. For a complete description, you should refer to our certificate of incorporation, as amended, and bylaws, as amended and restated,
which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part, as well as the relevant
portions of the Delaware General Corporation Law (the “DGCL”).
General
Our authorized capital stock consists of 60,000,000 shares of common
stock, par value $0.01 per share, and 1,000,000 shares of “blank check” preferred stock.
The following description of our common stock and preferred stock,
together with the additional information included in any applicable prospectus supplements or related free writing prospectuses, summarizes
the material terms and provisions of these types of securities, but it is not complete. For the complete terms of our common stock and
preferred stock, please refer to our certificate of incorporation, as amended, and our bylaws, as amended and restated, that are incorporated
by reference into the registration statement which includes this prospectus and, with respect to preferred stock, any certificate of designation
that we may file with the SEC for a series of preferred stock we may designate, if any.
We will describe in a prospectus supplement or related free writing
prospectuses, the specific terms of any common stock or preferred stock we may offer pursuant to this prospectus. If indicated in a prospectus
supplement, the terms of such common stock or preferred stock may differ from the terms described below.
Common Stock
As of July 21, 2023, there were 25,446,407 shares of common stock outstanding.
Voting Rights
Each share of common stock is entitled to one vote on all matters to
be voted on by stockholders. There are no cumulative voting rights in the election of directors, minority stockholders will not be able
to elect directors on the basis of their votes alone.
Dividend Rights
The holders of common stock are entitled to receive dividends when,
as and if declared by our board of directors out of funds legally available therefor.
No Preemptive or Similar Rights
Holders of shares of common stock have no conversion, preemptive or
other subscription rights, and there are no redemption provisions applicable to the common stock. All outstanding shares of common stock
are fully paid and nonassessable.
Right to Liquidation Distributions
In the event of liquidation, dissolution or winding up of our Company,
the holders of common stock are entitled to share in all assets remaining, if any, which are available for distribution to them after
payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock.
Listing
Our common stock is listed under the symbol “ICAD” on the
Nasdaq Capital Market.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental
Stock Transfer & Trust Company.
Preferred Stock
We are authorized to issue a total of 1,000,000 shares of “blank
check” preferred stock. As of July 21, 2023, there were no shares of preferred stock issued and outstanding.
Preferred stock may be issued from time to time, in one or more series,
as authorized by the board of directors, without stockholder approval. The prospectus supplement relating to the preferred shares offered
thereby will include specific terms of any preferred shares offered, including, if applicable:
| · | the title of the shares of preferred stock; |
| · | the number of shares of preferred stock offered, the liquidation preference per share and the offering price of the shares of preferred
stock; |
| · | the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the shares of preferred stock; |
| · | whether the shares of preferred stock are cumulative or not and, if cumulative, the date from which dividends on the shares of preferred
stock shall accumulate; |
| · | the procedures for any auction and remarketing, if any, for the shares of preferred stock; |
| · | the provision for a sinking fund, if any, for the shares of preferred stock; |
| · | the provision for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights of the shares of preferred stock; |
| · | any listing of the shares of preferred stock on any securities exchange; |
| · | the terms and conditions, if applicable, upon which the shares of preferred stock will be convertible into common shares, including
the conversion price (or manner of calculation thereof); |
| · | discussion of federal income tax considerations applicable to the shares of preferred stock; |
| · | the relative ranking and preferences of the shares of preferred stock as to dividend rights and rights upon liquidation, dissolution
or winding up of our affairs; |
| · | any limitations on issuance of any series or class of shares of preferred stock ranking senior to or on a parity with such series
or class of shares of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; |
| · | any other specific terms, preferences, rights, limitations or restrictions of the shares of preferred stock; and |
| · | any voting rights of such preferred stock. |
The transfer agent and registrar for any series or class of preferred
stock will be set forth in the applicable prospectus supplement.
Limitations on Liability and Indemnification of Officers and Directors
Section 102 of the DGCL allows a corporation to eliminate the
personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware law or obtained
an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director,
officer, agent or employee of the corporation or is or was serving at the corporation’s request as a director, officer, agent, or
employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees,
judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action,
suit or proceeding or (b) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but
only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably
incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions
no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of duties to the corporation,
unless the court believes that in light of all the circumstances indemnification should apply.
We have entered into indemnification agreements with each of our directors
and officers. Generally, these agreements attempt to provide the maximum protection permitted by Delaware law with respect of indemnification.
The indemnification agreements provided that we will pay certain amounts incurred in connection with any action, suit, investigation or
proceeding arising out of or relating to the performance of services by the director or officer, or by acting as a director, officer or
employee.
Liability Insurance.
We have obtained directors’ and officers’ liability insurance
which covers certain liabilities, including liabilities to us and our stockholders.
Certificate of Incorporation
Our Certificate of Incorporation, as amended, eliminates, to the fullest
extent permitted by the DGCL, a director’s personal liability to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director.
Bylaws
Our Bylaws, as amended and restated, provide that the Company
will indemnify its officers and directors to the full extent permitted by the laws of the State of Delaware and the employment agreements
with the Company’s executive officers and indemnification agreements between the Company and its directors and certain of its officers
provide that the Company will indemnify them to the full extent provided by the DGCL.
Anti-Takeover Provisions
Our Certificate of Incorporation, as amended, authorizes the board
of directors to issue up to 1,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of
which may be determined at the time of issuance by our board of directors, without further action by stockholders, and may include, among
other things, voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation,
conversion and redemption rights, and sinking fund provisions. Although there are currently no shares of preferred stock outstanding,
future holders of preferred stock may have rights superior to our common stock and such rights could also be used to restrict our ability
to merge with, or sell our assets to a third party.
Section 203 of the DGCL
We are also subject to the provisions of Section 203 of the DGCL,
which could prevent us from engaging in a “business combination” with a 15% or greater stockholder” for a period of
three years from the date such person acquired that status unless appropriate board or stockholder approvals are obtained. These provisions
could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders
might otherwise receive a premium for their shares over the then current market price. These provisions may also limit the ability of
stockholders to approve transactions that they may deem to be in their best interests.
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
The following description, together with the additional information
we include in any applicable prospectus supplements or free writing prospectuses, summarizes the material terms and provisions of the
debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated
debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities
we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the
applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement may
differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we
also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue any senior debt securities under the senior indenture
that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the subordinated
indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed
forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and
forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement
of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The indentures will be qualified under the Trust Indenture Act of 1939,
as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture
or the trustee under the subordinated indenture, as applicable.
The following summaries of material provisions of the senior debt securities,
the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions
of the indenture and any supplemental indentures applicable to a particular series of debt securities. We urge you to read the applicable
prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus,
as well as the complete indenture that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the
senior indenture and the subordinated indenture are identical.
General
The terms of each series of debt securities will be established by
or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officers’ certificate
or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate principal amount.
We may specify a maximum aggregate principal amount for the debt securities of any series. We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
| · | the principal amount being offered and, if a series, the total amount authorized and the total amount outstanding; |
| · | any limit on the amount that may be issued; |
| · | whether or not we will issue the series of debt securities in global form, and, if so, the terms and who the depositary will be; |
| · | whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a
U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; |
| · | the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin
to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such
dates; |
| · | whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| · | the terms of the subordination of any series of subordinated debt; |
| · | the place where payments will be payable; |
| · | restrictions on transfer, sale or other assignment, if any; |
| · | our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| · | the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of those redemption provisions; |
| · | provisions for a sinking fund purchase or other analogous fund, if any, including the date, if any, on which, and the price at which
we are obligated, pursuant thereto or otherwise, to redeem, or at the holder’s option, to purchase, the series of debt securities
and the currency or currency unit in which the debt securities are payable; |
| · | provisions relating to modification of the terms of the security or the rights of the security holder; |
| · | whether the indenture will restrict our ability or the ability of our subsidiaries to: |
| · | incur additional indebtedness; |
| · | issue additional securities; |
| · | pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; |
| · | place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; |
| · | make investments or other restricted payments; |
| · | sell, transfer or otherwise dispose of assets; |
| · | enter into sale-leaseback transactions; |
| · | engage in transactions with stockholders or affiliates; |
| · | issue or sell stock of our subsidiaries; or |
| · | effect a consolidation or merger; |
| · | whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial
ratios; |
| · | information describing any book-entry features; |
| · | the applicability of the provisions in the indenture on discharge; |
| · | whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount”
as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; |
| · | the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple
thereof; |
| · | the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S.
dollars; and |
| · | any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional
events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under
applicable laws or regulations. |
U.S. federal income tax consequences applicable to debt securities
sold at an original issue discount will be described in the applicable prospectus supplement. In addition, U.S. federal income tax or
other consequences applicable to any debt securities which are denominated in a currency or currency unit other than U.S. dollars may
be described in the applicable prospectus supplement.
Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement the terms
under which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock or other securities
(including securities of a third party). We will include provisions as to whether conversion or exchange is mandatory, at the option of
the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock, our preferred stock
or other securities (including securities of a third party) that the holders of the series of debt securities receive would be subject
to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate,
or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquiror of such
assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible
into or exchangeable for our other securities or securities of other entities, the person with whom we consolidate or merge or to whom
we sell all of our property must make provisions for the conversion of the debt securities into securities that the holders of the debt
securities would have received if they had converted the debt securities before the consolidation, merger or sale.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the following are events of default under the indentures with respect to any series of debt
securities that we may issue:
| · | if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended; |
| · | if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time for payment has not been
extended; |
| · | if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically
relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or we and
the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable
series; and |
| · | if specified events of bankruptcy, insolvency or reorganization occur. |
We will describe in each applicable prospectus supplement any additional
events of default relating to the relevant series of debt securities. If an event of default with respect to debt securities of any series
occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least
25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if
notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately.
If an event of default arises due to the occurrence of certain specified bankruptcy, insolvency or reorganization events, the unpaid principal,
premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any
notice or other action on the part of the trustee or any holder.
The holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults
or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default
in accordance with the indenture. Any such waiver shall cure the default or event of default.
Subject to the terms of the applicable indenture, if an event of default
under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under
such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have
offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority
in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the
debt securities of that series, provided that:
| · | the direction so given by the holders is not in conflict with any law or the applicable indenture; and |
| · | subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability
or might be unduly prejudicial to the holders not involved in the proceeding. |
The indentures provide that if an event of default has occurred and
is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in
the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture, or
that the trustee determines is unduly prejudicial to the rights of any other holder of the relevant series of debt securities, or that
would involve the trustee in personal liability. Prior to taking any action under the indentures, the trustee will be entitled to indemnification
against all costs, expenses and liabilities that would be incurred by taking or not taking such action.
A holder of the debt securities of any series will have the right to
institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if:
| · | the holder has given written notice to the trustee of a continuing event of default with respect to that series; |
| · | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request
and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability or expense
to be incurred in compliance with instituting the proceeding as trustee; and |
| · | the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of
the outstanding debt securities of that series other conflicting directions within 60 days after the notice, request and offer. |
These limitations do not apply to a suit instituted by a holder of
debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee regarding our
compliance with specified covenants in the indentures.
The indentures provide that if a default occurs and is continuing and
is actually known to a responsible officer of the trustee, the trustee must mail to each holder notice of the default within 45 days after
it occurs, unless such default has been cured. Except in the case of a default in the payment of principal or premium of, or interest
on, any debt security or certain other defaults specified in an indenture, the trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust committee of directors, or responsible officers of the trustee,
in good faith determine that withholding notice is in the best interests of holders of the relevant series of debt securities.
Modification of Indenture; Waiver
Subject to the terms of the indenture for any series of debt securities
that we may issue, we and the trustee may change an indenture without the consent of any holders with respect to the following specific
matters:
| · | to fix any ambiguity, defect or inconsistency in the indenture; |
| · | to comply with the provisions described above under “Consolidation, Merger or Sale”; |
| · | to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act; |
| · | to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of debt securities, as set forth in such indenture; |
| · | to provide for the issuance of, and establish the form and terms and conditions of, the debt securities of any series as provided
under “General,” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture
or any series of debt securities, or to add to the rights of the holders of any series of debt securities; |
| · | to evidence and provide for the acceptance of appointment hereunder by a successor trustee; |
| · | to provide for uncertificated debt securities in addition to or in place of certificated debt securities and to make all appropriate
changes for such purpose; |
| · | to add such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or
the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of
default or to surrender any right or power conferred to us in the indenture; or |
| · | to change anything that does not materially adversely affect the interests of any holder of debt securities of any series in any material
respect; provided that any amendment made solely to conform the provisions of the indenture to the corresponding description of the debt
securities contained in the applicable prospectus or prospectus supplement shall be deemed not to adversely affect the interests of the
holders of such debt securities; provided further, that in connection with any such amendment we will provide the trustee with an officers’
certificate certifying that such amendment will not adversely affect the rights or interests of the holders of such debt securities. |
In addition, under the indentures, the rights of holders of a series
of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal
amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement
applicable to a particular series of debt securities, we and the trustee may only make the following changes with the consent of each
holder of any outstanding debt securities affected:
| · | extending the fixed maturity of the series of debt securities; |
| · | reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable
upon the redemption of any debt securities; |
| · | reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver; |
| · | changing any of our obligations to pay additional amounts; |
| · | reducing the amount of principal of an original issue discount security or any other note payable upon acceleration of the maturity
thereof; |
| · | changing the currency in which any note or any premium or interest is payable; |
| · | impairing the right to enforce any payment on or with respect to any note; |
| · | adversely changing the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of,
such note, if applicable; |
| · | in the case of the subordinated indenture, modifying the subordination provisions in a manner adverse to the holders of the subordinated
debt securities; |
| · | if the debt securities are secured, changing the terms and conditions pursuant to which the debt securities are secured in a manner
adverse to the holders of the secured debt securities; |
| · | reducing the requirements contained in the applicable indenture for quorum or voting; |
| · | changing any of our obligations to maintain an office or agency in the places and for the purposes required by the indentures; or |
| · | modifying any of the above provisions set forth in this paragraph. |
Discharge
Each indenture provides that, subject to the terms of the indenture
and any limitation otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we may elect
to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including
obligations to:
| · | register the transfer or exchange of debt securities of the series; |
| · | replace stolen, lost or mutilated debt securities of the series; |
| · | maintain paying agencies; |
| · | hold monies for payment in trust; |
| · | recover excess money held by the trustee; |
| · | compensate and indemnify the trustee; and |
| · | appoint any successor trustee. |
In order to exercise our rights to be discharged, we must deposit with
the trustee money or government obligations sufficient to pay all the principal of, and any premium and interest on, the debt securities
of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered
form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral
multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry
securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified
in a prospectus supplement with respect to that series.
At the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like
tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities
for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required
by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this
purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service
charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar,
and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time
designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which
any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities
of each series.
If we elect to redeem the debt securities of any series, we will not
be required to:
| · | issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the
close of business on the day of the mailing; or |
| · | register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion
of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an
event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture
and is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless
it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur. However, upon an event
of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of
his or her own affairs.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement,
we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities,
or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.
We will pay principal of and any premium and interest on the debt securities
of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable
prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders.
Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee in the
City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable
prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain
a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment of
the principal of, or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us
for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and construed
in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
Ranking Debt Securities
The subordinated debt securities will be unsecured and will be subordinate
and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated
indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit us from issuing any other
secured or unsecured debt.
The senior debt securities will be unsecured and will rank equally
in right of payment to all our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities that
we may issue. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF WARRANTS WE MAY OFFER
As of July 21, 2023, we had no warrants to purchase
shares of our common stock outstanding. We typically issue warrants to purchase shares of our common stock to investors as part of
a financing transaction, or in connection with services rendered by placement agents and outside consultants.
We may issue warrants to purchase debt securities, preferred stock,
common stock or any combination of the foregoing. We may issue warrants independently or together with any other securities we offer under
a prospectus supplement. The warrants may be attached to or separate from the securities. We will issue each series of warrants under
a separate warrant agreement to be entered into between a warrant agent and us. The warrant agent will act solely as our agent in connection
with the warrants and will not have any obligations or relationship of agency or trust for or with holders or beneficial owners of warrants.
The following outlines some of the general terms and provisions of the warrants that we may issue from time to time. When we issue warrants,
we will provide the specific terms of the warrants and the applicable warrant agreement in a prospectus supplement and any related free
writing prospectuses and such terms may differ from those described below. To the extent the information contained in the prospectus supplement
differs from this summary description, you should rely on the information in the prospectus supplement. The following description, and
any description of the warrants included in a prospectus supplement, may not be complete and is subject to and qualified in its entirety
by reference to the terms and provisions of the applicable warrant agreement.
Equity Warrants
We will describe in the applicable prospectus supplement and any related
free writing prospectuses the terms of the preferred stock warrants or common stock warrants being offered, the warrant agreement relating
to the preferred stock warrants or common stock warrants and the warrant certificates representing the preferred stock warrants or common
stock warrants, including, as applicable:
| · | the title of the warrants; |
| · | the securities for which the warrants are exercisable; |
| · | the price or prices at which the warrants will be issued; |
| · | if applicable, the number of warrants issued with each share of preferred stock or share of common stock; |
| · | if applicable, the date on and after which the warrants and the related preferred stock or common stock will be separately transferable; |
| · | the date on which the right to exercise the warrants will commence, and the date on which the right will expire; |
| · | the maximum or minimum number of warrants which may be exercised at any time; |
| · | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
| · | information with respect to book-entry procedures, if any; |
| · | a discussion of the material U.S. federal income tax considerations applicable to exercise of the warrants; and |
| · | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Unless otherwise provided in the applicable warrant agreement and corresponding
prospectus supplement or any related free writing prospectuses, holders of equity warrants will not be entitled, by virtue of being such
holders, to vote, consent, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election
of our directors or any other matter, or to exercise any rights whatsoever as stockholders.
Except as provided in the applicable warrant agreement and corresponding
prospectus supplement or any related free writing prospectuses, the exercise price payable and the number of shares of common stock or
preferred stock purchasable upon the exercise of each warrant will be subject to adjustment in certain events, including the issuance
of a stock dividend to holders of common stock or preferred stock or a stock split, reverse stock split, combination, subdivision or reclassification
of common stock or preferred stock. In lieu of adjusting the number of shares of common stock or preferred stock purchasable upon exercise
of each warrant, we may elect to adjust the number of warrants. Unless otherwise provided in the applicable warrant agreement and corresponding
prospectus supplement or any related free writing prospectuses, no adjustments in the number of shares purchasable upon exercise of the
warrants will be required until all cumulative adjustments require an adjustment of at least 1% thereof. No fractional shares will be
issued upon exercise of warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing,
except as otherwise provided in the applicable warrant agreement and corresponding prospectus supplement or any related free writing prospectuses,
in case of any consolidation, merger, or sale or conveyance of our property as an entirety or substantially as an entirety, the holder
of each outstanding warrant will have the right to the kind and amount of shares of stock and other securities and property, including
cash, receivable by a holder of the number of shares of common stock or preferred stock into which each warrant was exercisable immediately
prior to the particular triggering event.
Debt Warrants
We will describe in the applicable prospectus supplement and any related
free writing prospectuses the terms of the debt warrants being offered, the warrant agreement relating to the debt warrants and the debt
warrant certificates representing the debt warrants, including, as applicable:
| · | the title of the debt warrants; |
| · | the aggregate number of the debt warrants; |
| · | the price or prices at which the debt warrants will be issued; |
| · | the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants, and the
procedures and conditions relating to the exercise of the debt warrants; |
| · | the designation and terms of any related debt securities with which the debt warrants are issued, and the number of the debt warrants
issued with each security; |
| · | the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable; |
| · | the principal amount of debt securities purchasable upon exercise of each debt warrant, and the price at which the principal amount
of the debt securities may be purchased upon exercise; |
| · | the date on which the right to exercise the debt warrants will commence, and the date on which the right will expire; |
| · | the maximum or minimum number of the debt warrants that may be exercised at any time; |
| · | information with respect to book-entry procedures, if any; |
| · | changes to or adjustments in the exercise price of the debt warrants; |
| · | a discussion of the material U.S. federal income tax considerations applicable to the exercise of the debt warrants; and |
| · | any other terms of the debt warrants and terms, procedures and limitations relating to the exercise of the debt warrants. |
As may be permitted under the warrant agreement, holders may exchange
debt warrant certificates for new debt warrant certificates of different denominations, and may exercise debt warrants at the corporate
trust office of the warrant agent or any other office indicated in the applicable prospectus supplement and any related free writing prospectuses.
Prior to the exercise of their debt warrants, holders of debt warrants will not have any of the rights of holders of the securities purchasable
upon the exercise, and will not be entitled to payments of principal, premium or interest on the securities purchasable upon the exercise,
of debt warrants.
Exercise of Warrants
Each warrant will entitle the holder of the warrant to purchase for
cash at the exercise price provided in the applicable warrant agreement and corresponding prospectus supplement or any related free writing
prospectuses the principal amount of debt securities or shares of preferred stock or shares of common stock being offered. Holders may
exercise warrants at any time up to the close of business on the expiration date provided in the applicable warrant agreement and corresponding
prospectus supplement or any related free writing prospectuses. After the close of business on the expiration date, unexercised warrants
are void.
Holders may exercise warrants as described in the applicable warrant
agreement and corresponding prospectus supplement or any free writing prospectuses relating to the warrants being offered. Upon receipt
of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any
other office indicated in the applicable warrant agreement and corresponding prospectus supplement or any related free writing prospectuses,
we will, as soon as practicable, forward the debt securities, shares of preferred stock or shares of common stock purchasable upon the
exercise of the warrant. If less than all of the warrants represented by the warrant certificate are exercised, we will issue a new warrant
certificate for the remaining warrants.
DESCRIPTION OF RIGHTS WE MAY OFFER
We may issue rights to purchase shares of our common stock, preferred
stock, or warrants in one or more series. Rights may be issued independently or together with any other offered security and may or may
not be transferable by the person purchasing or receiving the subscription rights. In connection with any rights offering to our stockholders,
we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which the underwriters will purchase any
of the offered securities remaining unsubscribed after the expiration of the rights offering. In connection with a rights offering to
our stockholders, we will distribute certificates evidencing the rights and an applicable prospectus supplement to our stockholders on
the record date that we set for receiving rights in the rights offering. An applicable prospectus supplement will describe the following
terms of rights in respect of which this prospectus is being delivered:
| · | the title of the rights; |
| · | the securities for which the rights are exercisable; |
| · | the exercise price for the rights; |
| · | the date of determining the security holders entitled to the rights distribution; |
| · | the number of the rights issued to each security holder; |
| · | the extent to which the rights are transferable; |
| · | if applicable, a discussion of the material United States federal income tax considerations applicable to the issuance or exercise
of the rights; |
| · | the date on which the right to exercise the rights shall commence, and the date on which the rights shall expire (subject to any extension); |
| · | the conditions to completion of the rights offering; |
| · | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the rights; |
| · | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
| · | if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with
the rights offering; and |
| · | any other terms of the rights, including terms, procedures and limits relating to the exchange or exercise of the rights. |
Each right will entitle the holder to purchase an amount of securities
for cash, at the exercise price. Rights may be exercised at any time up to the close of business on the expiration date of the rights.
After the close of business on the expiration date, all unexercised rights will become void. The manner in which rights may be exercised
will be described in an applicable prospectus supplement. We may, but are not be required to, permit the exercise of rights through the
delivery of a notice of guaranteed delivery from a bank, a trust company, or a Nasdaq member guaranteeing delivery of (i) payment of
the exercise price for the securities for which the rights are being exercised, and (ii) a properly completed and executed rights certificate.
The notice of guaranteed delivery must be received by the rights agent before the expiration of the rights, and the rights agent will
not honor a notice of guaranteed delivery unless a properly completed and executed rights certificate and full payment for the securities
being purchased are received by the rights agent by the close of business on the third business day after the expiration time of the
rights. Upon receipt of payment and the proper completion and due execution of the rights certificate at the designated office of the
rights agent or any other office indicated in an applicable prospectus supplement, we or the transfer agent will forward, as soon as
practicable, the securities purchased upon the exercise of the rights. We may determine to offer any unsubscribed offered securities
directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of the methods, including
pursuant to standby underwriting arrangements, as set forth in an applicable prospectus supplement.
DESCRIPTION OF UNITS WE MAY OFFER
The following description, together with the additional information
we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of
the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we
may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus
supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below. However, no prospectus
supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described
in this prospectus at the time of its effectiveness.
We will file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement
that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series
of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference
to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to
read the applicable prospectus supplements related to the particular series of units that we sell under this prospectus, as well as the
complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We may issue units comprised of one or more shares of common stock,
shares of preferred stock, debt securities, warrants and/or rights in any combination. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of
a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit
may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus supplement the terms
of the series of units, including:
| · | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately; |
| · | any provisions of the governing unit agreement that differ from those described below; and |
| · | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The provisions described in this section, as well as those described
under “Description of Capital Stock,” “Description of Preferred Stock,” “Description of Debt Securities,”
“Description of Warrants” and “Description of Rights” will apply to each unit and to any common stock, preferred
stock, debt security or warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in numerous distinct series
as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable unit
agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company
may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us
under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or
to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce
by appropriate legal action its rights as holder under any security included in the unit.
We, the unit agents and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person entitled
to exercise the rights attaching to the units so registered, despite any notice to the contrary.
PLAN OF DISTRIBUTION
We may sell the securities being offered by us in this prospectus pursuant
to underwritten public offerings, negotiated transactions, block trades or any combination of such methods. We may sell the securities
to or through underwriters, dealers, agents or directly to one or more purchasers. We and our agents reserve the right to accept and to
reject, in whole or in part, any proposed purchase of securities. A prospectus supplement or post-effective amendment, which we will file
each time we effect an offering of any securities, will provide the names of any underwriters, dealers or agents, if any, involved in
the sale of such securities, and any applicable fees, commissions, or discounts to which such persons shall be entitled to in connection
with such offering.
We and our agents, dealers and underwriters, as applicable, may sell
the securities being offered by us in this prospectus from time to time in one or more transactions at:
| · | a fixed price or prices, which may be changed; |
| · | market prices prevailing at the time of sale; |
| · | prices related to such prevailing market prices; |
| · | varying prices determined at the time of sale; or |
We may determine the price or other terms of the securities offered
under this prospectus by use of an electronic auction. We will describe how any auction will determine the price or any other terms, how
potential investors may participate in the auction and the nature of the underwriters’ obligations, in the applicable prospectus
supplement or amendment.
We may solicit directly offers to purchase securities. We may also
designate agents from time to time to solicit offers to purchase securities. Any agent that we designate, who may be deemed to be an underwriter
as such term is defined in the Securities Act, may then resell such securities to the public at varying prices to be determined by such
agent at the time of resale.
We may engage in at the market offerings of the Company’s common
stock as defined in Rule 415(a)(4) under the Securities Act. An at the market offering is an offering of our common stock at other than
a fixed price, and is conducted to or through a market maker. We shall name any underwriter or agent that the Company engages for an at
the market offering in a post-effective amendment to the registration statement containing this prospectus. In the related prospectus
supplement, we shall also describe any additional details of the Company’s arrangement with such underwriter or agent, including
commissions or fees paid or discounts offered by the Company, and whether such underwriter is acting as principal or agent.
If we use underwriters to sell securities, we will enter into an underwriting
agreement with the underwriters at the time of the sale to them, which agreement shall be filed as an exhibit to the related prospectus
supplement. Underwriters may also receive commissions from purchasers of the securities. Underwriters may also use dealers to sell securities.
In such an event, the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Under agreements that they may enter into with us, underwriters, dealers,
agents and other persons may be entitled to (i) indemnification by the Company against certain civil liabilities, including liabilities
under the Securities Act or (ii) contribution with respect to payments which they may be required to make in respect of such liabilities.
Underwriters and agents may engage in transactions with, or perform services for, us in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we may authorize
underwriters, dealers or other persons to solicit offers by certain institutions to purchase the securities offered by us under this prospectus
pursuant to contracts providing for payment and delivery on a future date or dates. The obligations of any purchaser under these contracts
will be subject only to those conditions described in the applicable prospectus supplement, and the prospectus supplement will set forth
the price to be paid for securities pursuant to those contracts and the commissions payable for solicitation of the contracts.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M of the Exchange Act. Over-allotment involves sales in excess
of the offering size, which create a short position. Stabilizing transactions involve bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Syndicate short covering transactions involve purchases of securities in the
open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters
to reclaim selling concessions from dealers when the securities originally sold by such dealers are purchased in covering transactions
to cover syndicate short positions. These transactions may cause the price of the securities sold in an offering to be higher than it
would otherwise be. These transactions, if commenced, may be discontinued by the underwriters at any time without notice.
Our common stock is quoted on The Nasdaq Capital Market under the trading
symbol “ICAD” The other securities are not listed on any securities exchange or other stock market and, unless the Company
states otherwise in the applicable prospectus supplement, the Company does not intend to apply for listing of the other securities on
any securities exchange or other stock market. Any underwriters to whom we sell securities for public offering and sale may make a market
in the securities that they purchase, but the underwriters will not be obligated to do so and may discontinue any market making at any
time without notice. Accordingly, the Company gives you no assurance as to the development or liquidity of any trading market for the
securities.
The anticipated date of delivery of the securities offered hereby will
be set forth in the applicable prospectus supplement relating to each offering.
In order to comply with certain state securities laws, if applicable,
the securities may be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the securities
may not be sold unless the securities have been registered or qualified for sale in such state or an exemption from regulation or qualification
is available and is complied with. Sales of securities must also be made by the Company in compliance with all other applicable state
securities laws and regulations.
We shall pay all expenses of the registration of the securities.
EXPERTS
The consolidated financial statements as of December 31, 2022 and 2021
and for each of the three years in the period ended December 31, 2022 incorporated by reference in this prospectus and in the registration
statement have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.A.), an independent registered public
accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
If and when the securities being registered hereunder are issued, the
validity of such issuance will be passed upon for the Company by Dentons US LLP, New York, New York.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and periodic reports, proxy statements and
other information with the SEC. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s Website at www.sec.gov. We make available
free of charge its annual, quarterly and current reports, proxy statements and other information upon request. To request such materials,
please contact the Corporate Secretary at the following address or telephone number: iCAD, Inc., 98 Spit Brook Road, Suite 100, Nashua,
New Hampshire 03062, Attention: Investor Relations; (603) 882-5200. Exhibits to the documents will not be sent, unless those exhibits
have specifically been incorporated by reference in this prospectus.
We maintain our website at www.icadmed.com. Our website and the information
contained therein or connected thereto are not incorporated into this registration statement.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act relating to the securities we are offering by this prospectus. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits and schedules to the registration statement. Please refer to the registration
statement and its exhibits and schedules for further information with respect to the Company and our securities. Statements contained
in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, we refer you
to the copy of that contract or document filed as an exhibit to, or incorporated by reference into, the registration statement. You may
read and obtain a copy of the registration statement and its exhibits and schedules from the SEC, as described in the preceding paragraph.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” the information
we file with them, which means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents filed with SEC listed below:
| · | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023; |
| · | Our Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 15, 2023; |
| · | Our information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022 from
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 1, 2023; |
| · | The Current Reports on Form 8-K filed with the SEC on January 12, 2023, January 24, 2023, February 3, 2023, March 13, 2023, March
13, 2023, March 24, 2023, March 28, 2023, April 17, 2023, May 15, 2023 and June 14, 2023, respectively (in each case, except for information
contained therein which is furnished rather than filed); and |
| · | The description of our common stock contained in our Registration Statements on Form 8-A filed
with the SEC and any amendments thereto. |
All reports and other documents we subsequently file pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, including all such documents we may file with
the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding
any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed
to be part of this prospectus from the date of the filing of such reports and documents.
Any statement contained in this prospectus or in a document incorporated
or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document
which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of the filings incorporated herein by reference,
including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following
address or telephone number:
iCAD, Inc.
98 Spit Brook Road, Suite 100,
Nashua, New Hampshire 03062
Telephone: (603) 882-5200
Attention: Investor Relations
Statements contained in this prospectus as to the contents of any contract
or other documents are not necessarily complete, and in each instance investors are referred to the copy of the contract or other document
filed as an exhibit to the registration statement or to a document incorporated by reference, each such statement being qualified in all
respects by such reference and the exhibits and schedules thereto.
iCAD, Inc.
$25,000,000
Common Stock
Prospectus Supplement
Craig-Hallum
August 11, 2023
Icad (NASDAQ:ICAD)
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Icad (NASDAQ:ICAD)
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