SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT PURSUANT
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SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 15, 2021, the board of directors of iCAD, Inc. (the “Company”) approved an amendment (the “Amendment”) of the Company’s 2016 Stock Incentive Plan as amended December 2018 (the “Plan”). The sole effect of the Amendment is to increase the number of shares authorized for issuance under the Plan by 900,000, from 2,600,000 shares to 3,500,000 shares. The Amendment is subject to approval by the Company’s stockholders (the “Approval”), and will be submitted for approval at the Company’s 2021 annual meeting of stockholders. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Plan provides for the grant of any or all of the following types of awards to directors, officers, employees, consultants and other service providers of the Company: (i) non-qualified stock options and incentive stock options, (ii) stock appreciation rights, (iii) restricted stock awards and restricted stock units, (iv) unrestricted stock awards, (v) cash-based awards, (vi) performance share awards and (vii) dividend equivalent rights. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan. The Plan was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 20, 2018, and is incorporated herein by reference.
On February 15, 2021, the Company awarded options to purchase an aggregate of 118,500 shares of common stock (the “Awards”) to its executive officers. The Awards are subject to the Approval of the Amendment.
Item 9.01 Financial Statements and Exhibits.
|10.l||Amendment to 2016 Stock Incentive Plan as amended December 2018|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|By:||/s/ Michael Klein|
Chief Executive Officer
Date: February 19, 2021