true 2024 FY 0000749660

 0000749660

 2024-01-01
 2024-12-31

 0000749660

 2024-06-30

 0000749660

 2025-04-18

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 ________________________

 FORM 10-K/A

 (Amendment No. 1)

 ________________________

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 For the transition period from________to________

 Commission file number 001-09341

 ________________________

 iCAD, INC.

 (Exact name of registrant as specified in its
charter)

 ________________________

 Delaware

 02-0377419

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 2 Townsend West, Suite 6, Nashua, New Hampshire

 03063

 (Address of principal executive offices)

 (Zip Code)

 Registrant ' s telephone number,
including area code: (603) 882-5200

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of Class

 Trading

 Symbol(s)

 Name of each exchange

 on which registered

 Common Stock, $0.01 par value

 ICAD

 The NASDAQ Stock Market LLC

 Securities registered pursuant to Section 12
(g) of the Act:

 None

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.
 Yes No

 Indicate by check mark whether the registrant has submitted
electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit). Yes No.

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
"large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing price for the registrant's common stock, par value of $0.01 per share, on June 30, 2024
was $ 32,558,663. Shares of voting stock held by each officer and director and by each person who, as of June 30, 2024, may be deemed to
have beneficially owned more than 10% of the outstanding voting stock have been excluded. This determination of affiliate status for purposes
of this calculation is not necessarily a conclusive determination of affiliate status for any other purpose.

 As of April 18, 2025, the registrant had 27,445,869 shares of its common
stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Audit Firm Id

 Auditor Name:

 Auditor Location:

 BDO USA, P.C.

 Boston, MA

 Explanatory Note

 This Amendment No. 1 (this "Amendment")
amends the Annual Report on Form 10-K for the year ended December 31, 2024, of iCAD, Inc. (the "Company," "iCAD"",
"we", or "our") which we filed with the Securities and Exchange Commission (the "SEC") on March 31,
2025 (the "Original Filing"). This Amendment is being filed to amend and restate Items 10, 11, 12, 13, and 14 of Part III
of the Original Filing in their entirety to provide the information that the Company indicated that it would incorporate by reference from its
Proxy Statement for the 2025 annual meeting of stockholders in reliance on General Instruction G(3) to Form 10-K.

 Additionally, in accordance with Rules 12b-15
and 13a-14 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we have amended Part IV, Item 15 to
include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Since no new financial statements have
been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, since no financial statements have been included in this
Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 Other than the items outlined above, this Amendment
does not attempt to modify or update the Original Filing. This Amendment does not reflect events occurring after the date of the Original
Filing or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent
reports filed by the Company with the SEC. Accordingly, this Amendment should be read in conjunction with the Original Filing. Capitalized
terms not defined in this Amendment have the meaning given to them in the Original Filing.

 As previously disclosed, on April 15, 2025, iCAD
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among iCAD, RadNet, Inc., a Delaware corporation
("RadNet"), and Trio Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of RadNet ("Merger Sub").
Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into iCAD (the "Merger"),
with iCAD surviving the Merger as a wholly-owned subsidiary of RadNet.

 iCAD and RadNet continue to expect that the Merger
will be completed in the second or third quarter of 2025, subject to the fulfillment of the closing conditions, including receipt of required
regulatory approvals. Unless expressly indicated otherwise, the disclosures in this Form 10-K/A do not give effect to the Merger.

 i

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES.

 ITEM 15.

 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 Special Note Regarding Forward Looking Statements

 Unless the context otherwise requires, the terms "iCAD",
the "Company", "we", "our", "registrant", and "us" mean iCAD, Inc. and its
consolidated subsidiaries.

 Certain information included in this Amendment No. 1 to Annual Report
on Form 10-K and the documents incorporated by reference herein, that are not historical facts, contain "forward looking statements"
within the meaning of the federal securities laws made pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements involve a number of known and unknown risks, uncertainties and other factors that could
cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or
achievement expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to, the
risk that the transaction between iCAD and RadNet may not be completed on anticipated terms and timing, or at all, including obtaining
regulatory approvals that may be required on anticipated terms and iCAD stockholder approval; the possibility that any of the anticipated
benefits of the transaction will not be realized or will not be realized within the expected time period, the risk that disruptions from
the transaction will harm iCAD's business, including current plans and operations and that management's time and attention will
be diverted on transaction-related issues; the ability to achieve business and strategic objectives; the risks of uncertainty of patent
protection; the impact of supply and manufacturing constraints or difficulties; uncertainty of future sales levels; protection of patents
and other proprietary rights; the ability to consummate or derive value from strategic transactions including but not limited to
joint ventures; product market acceptance; possible technological obsolescence of products, development and regulatory approval
of our products and proposed products increased competition; litigation and/or government regulation; changes in Medicare reimbursement
policies; risks relating to our existing and future debt obligations, competitive factors; the effects of a decline in the economy or
markets served by the Company; cyber-attacks, acts of terrorism, acts of war, severe weather, a solar event, an electromagnetic event,
a natural disaster, the age and condition of information technology assets, human error, or other factors could disrupt the Company's
operations and cause the Company to incur unanticipated losses and expense; and other risks detailed in this report and in the Company's
other filings with the SEC. The words "believe", "demonstrate", "intend", "expect", "estimate",
"anticipate", "likely", "seek", "would", "could", "may", "consider",
"confident" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date the statement was made. Except as required by law, we assume no obligation
to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 ii

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Directors

 Name

 Age

 Principal Occupation or Employment

 Director Since

 Chief Executive Officer, President, and Chair of the Board of iCAD, Inc.

 2022

 Michael Doyle

 President, Chief Executive Officer and Director of Spire Health; Chief Executive Officer, President, and Director of Predict Health, Inc.

 2024

 Dr. Hedvig Hricak

 Carroll and Milton Petrie Endowed Chair of Radiology, Memorial
 Sloan Kettering

 Cancer Center

 2024

 Dr. Rakesh Patel

 Chief Executive Officer of Precision Cancer Specialists Medical Group; Chief Medical Officer of Securra

 2018

 Chief Financial Officer of Arcturus Therapeutics Holdings Inc.

 2015

 Dr. Susan Wood

 Chief Executive Officer of VIDA Diagnostics, Inc.

 2018

 Ms. Dana Brown has served as
Chief Executive Officer and President since March 2023, as Chair of the Board since January 2023, and as a Director since January 2022.
Previously, Ms. Brown served as a Strategic Advisor to Susan G. Komen the world's leading nonprofit breast cancer organization,
and served as the organization's Senior Vice President, Chief Strategy and Operations Officer from November 2018 to April 2022.
Prior to joining Susan G. Komen, Ms. Brown served as Senior Vice President and Chief Digital Officer at United Way Worldwide, a global
network of over 1,800 nonprofit fundraising affiliates. Ms. Brown was a founding member of several successful ventures; she co-founded
and served as Chief Marketing Officer for MetaSolv Software (acquired by Oracle), and served as Chief Executive Officer of Ipsum Networks.
Ms. Brown spent the early years of her career with Texas Instruments Incorporated and global accounting firm Arthur Andersen. Ms. Brown
received her BS in Computer Science and Accounting from Southwest Baptist University. We believe Ms. Brown's qualifications to serve
on our Board include her significant experience as an executive in the healthcare industry and her understanding of our products and markets.

 Mr. Michael Doyle has
served as a Director since January 2024. Mr. Doyle has served as the President, Chief Executive Officer and Director of Spire Health,
a leading healthcare technology company since November 2022. He has also served as Chief Executive Officer, President, and Director of
Predict Health, Inc., an AI driven consumer intelligence company in healthcare, since December 2024. Prior to these role, Mr. Doyle served
as President, Chief Executive Officer, and Director of COTA Healthcare (October 2018 – December 2021), and QPID Health (December
2012 – September 2018). Mr. Doyle was the Co-Chairman of the board of directors of Medsphere Systems Corporation from August 2011
to December 2012 and the President, Chief Executive Officer and Director from October 2007 to August 2011. From April 2006 to June 2007,
Mr. Doyle served as the Chief Executive Officer and Director of Advantedge Healthcare Solutions. From January 2005 to March 2006, Mr.
Doyle served as the Chief Executive Officer of Windward Advisors. From March 2000 to December 2004, Mr. Doyle served as Chairman and Chief
Executive Officer of Salesnet. Mr. Doyle previously served as a Director of Novelos Therapeutics. From 1989 to 1997, Mr. Doyle served
as Chairman and Chief Executive Officer of Standish Care/Carematrix, a company he founded. Mr. Doyle received a B.S. in biology from Tufts
University and a M.B.A. with a concentration in finance and hospital administration from the University of Chicago (Booth School of Business).
We believe Mr. Doyle's qualifications to serve on our Board include his extensive leadership experience
and expertise in the healthcare and technology industries.

 Dr. Hedvig Hricak has served
as a Director since February 2024. Dr. Hricak has been a member of the Molecular Pharmacology and Chemistry Program at Sloan Kettering
Institute since 2000, and a member of the Department of Radiology at Sloan Kettering Cancer Center since 1999. Dr. Hricak has been a Professor
at the Gerstner Sloan-Kettering Graduate School of Biomedical Sciences since 2004, and a Professor at the Weill Medical College of Cornell
University since 2000. Dr. Hricak is an elected member of the National Academy of Medicine ("NAM") of the United States and
received the David Rall Medal, the NAM award for distinguished leadership. Dr. Hricak has also received the Order of the Croatian Morning
Star of Katarina Zrinska Presidential Award of Croatia, as well as eight gold medals and 23 honorary fellowships from radiological societies
around the world. Dr. Hricak holds honorary doctorates from the Ludwig Maximilian University, Munich, Germany and the University of Toulouse
III, Paul Sabatier, Toulouse, France. Dr. Hricak received an M.D. from the University of Zagreb, Yugoslavia, and a Dr. Med. Sc (Ph. D) from
the Karolinska Institute, Stockholm, Sweden. We believe Dr. Hricak's qualifications to serve on our Board include her extensive
experience and clinical expertise in radiology, research, and the development of novel imaging applications.

 Dr. Rakesh Patel has
served as a Director since October 2018. He is the Managing Partner of Precision Cancer Specialists Medical Group, where he has held positions
of increasing seniority for over 21 years. Since April 2024, Dr. Patel has served as Chief Medical Officer of Securra, an AI-powered early
detection platform. He serves as Chair of the High-Risk Breast Program and is the Director of the Cancer Program at Good Samaritan Hospital
in Los Gatos, California. He leads several patient and physician training initiatives and has given over 100 global presentations and
publications in Advances in Breast Cancer, Genetics, Genomics, and Targeted Cancer Therapy. He was appointed to the President's
Cancer Panel addressing barriers to breast cancer screening during the pandemic and is a Past-President of the American Brachytherapy
Society. He is the Principal Investigator of several national real world data cancer registry studies and has a special interest in Cancer
Risk, Genetics, Genomics, and Patient Reported Outcomes. He is co-founder of the TME Breast Care Network; a high-end physician peer-to-peer
knowledge-sharing, research, education and advisory group. He enjoys actively participating in early-stage healthcare startups in digital
health, AI, clinical decision support and patient engagement. He has had several successful health-tech exits from clinical concept to
private equity or public company acquisition and has led several Business, Strategic, and Scientific Boards. His focus has been to identify
true gaps in patient care and physician clinical workflows and in turn to develop disruptive, easy-to-adopt digital health, virtual care,
decision support, and patient-centric platforms. He holds a Bachelor of Science degree from the University of Notre Dame and an M.D. from
Indiana University School of Medicine. Dr. Patel completed his radiation oncology residency at the University of Wisconsin-Madison. We
believe Dr. Patel's qualifications to serve on our Board include his expertise in the medical field as well as his understanding
of our products and markets.

 Mr. Andy Sassine has
served as a Director since 2015. Mr. Sassine has served Arcturus Therapeutics Holdings Inc. (NASDAQ: ARCT), a biotech company focusing
on using mRNA to target rare diseases, as Chief Financial Officer since January 2019 and as a member of the board of directors since September
2019 and from May 2018 until June 2019. Mr. Sassine served in various positions at Fidelity Investments from 1999 to 2012, rising to the
position of Portfolio Manager. Prior to joining Fidelity, he served as a vice president in the Acquisition Finance Group at Fleet National
Bank. Mr. Sassine previously served on the boards of Exicure, Inc., MYnd Analytics, Inc., Acorn Energy, Freedom Meditech, Inc., Gemphire
Therapeutics, Inc., and MD Revolution. Mr. Sassine was a member of the Henry B. Tippie College of Business, University of Iowa Board of
Advisors from 2009 to 2018 and served on the Board of Trustees at the Clarke Schools for Hearing and Speech from 2009 to 2014. Mr. Sassine
holds a Bachelor of Arts degree from the University of Iowa and an MBA from the Wharton School at the University of Pennsylvania. We believe
Mr. Sassine's extensive knowledge and experience as a fund manager and board member of other similarly sized companies qualifies
him to serve as a member of our Board.

 Dr. Susan Wood has served
as a Director since October 2018. Dr. Wood has 25 years' experience championing innovative clinical solutions into routine clinical
use. Dr. Wood was recognized as one of the top 50 CEOs by Healthcare Technology Report; she also received the Joe Rosenfeld Award for
outstanding leadership. Since September 2009, Dr. Wood has served as the President and Chief Executive Officer of VIDA Diagnostics, Inc.,
a leader in precision imaging and AI for pulmonary medicine ("VIDA"). VIDA, led by Dr. Wood, was named one of "15 Companies
That Are Saving The World From Covid-19" by Forbes and "AI for Lung Care Company of the Year" by Frost and Sullivan.
Prior to VIDA, she held executive positions at Vital Images, Inc. (now Canon) and R2 Technology (now Hologic). Dr. Wood has been issued
multiple patents in the field of artificial intelligence and quantitative imaging; authored numerous peer-reviewed papers and abstracts.
In addition to serving as CEO of VIDA, Dr. Wood serves on the Board of Governors at the University of Maryland, and is past Chair of the
Board of Visitors of the Graduate School at Duke University. Dr. Wood received her Ph. D. from the Johns Hopkins Medical Institutions,
School of Hygiene and Public Health. Her Ph. D. work combined quantifying three-dimensional lung structure with changes in lung function
using high-resolution CT imaging. She also holds a Master of Science degree in Biomedical Engineering from Duke University, and a Bachelor
of Science in Engineering from the University of Maryland, College Park. We believe Dr. Wood's qualifications to serve on our Board
include her expertise in the medical field and her knowledge of our markets.

 Executive Officers

 Biographical information for Dana Brown, our Chief
Executive Officer, President, and Chair, is set forth above in the "Item 10. Directors, Executive Officers and Corporate Governance
– Directors." In addition to Ms. Brown, our other executive officers are Mr. Eric Lonnqvist, Chief Financial Officer, and
Mr. Jonathan Go, Chief Technology Officer.

 Mr. Jonathan Go became the
Company's Chief Technology Officer in February 2019, and previously served as the Company's Senior Vice President of Research
and Development. Mr. Go brings more than twenty-five years of software development experience in the medical industry to iCAD. Prior to
joining iCAD, Mr. Go served as Vice President of Engineering at Merge eMed, a provider of RIS/PACS solutions for imaging centers, specialty
practices and hospitals. At Merge eMed, Mr. Go was responsible for software development, product management, testing, system integration
and technical support for all of eMed's products. Before joining Merge eMed, Mr. Go was Director of Engineering at Cedara Software
in Toronto. Cedara Software is focused on the development of custom engineered software applications and development tools for medical
imaging OEMs. At Cedara, Mr. Go built the workstation program, developing multiple specialty workstations that have been adopted by a
large number of OEM partners. Mr. Go earned a Bachelor of Science in Electrical Engineering from the University of Michigan and a Master
of Science in Electrical Engineering and Biomedical Engineering from the University of Michigan.

 Mr. Eric Lonnqvist became the
Company's Chief Financial Officer effective April 17, 2023. Mr. Lonnqvist brings more than 15 years of finance and accounting experience
in the medical device and technology industries. Prior to being named CFO, Mr. Lonnqvist acted as the Company's VP of Financing
Planning Analysis from February 2021 to April 2023. Prior to joining iCAD, he previously held financial roles at companies including NetBrain
Technologies (from July 2017 to January 2021), TripAdvisor, Interactive Data Corporation, and Oracle. Mr. Lonnqvist holds a Bachelor's
degree from Fitchburg State University and a Master of Business Administration from Assumption University.

 The Board of Directors and Director Independence

 The Board of Directors (the "Board")
currently consists of six members. The Board has determined that all directors other than Dana Brown meet the director independence requirements
under the applicable listing rules of The Nasdaq Stock Market LLC ("Nasdaq").

 Leadership Structure

 The Board believes that it can best leverage Ms.
Brown's experience while she works on day-to-day matters at the Company. The Board believes that the Company and its stockholders
will benefit from the expertise of Ms. Brown serving as Chair. The other members of the Board are well positioned to advise on areas where
they have specific expertise.

 There are no family relationships among any of
our directors and executive officers, nor have any of our directors or executive officers been involved in a legal proceeding that would
be required to be disclosed pursuant to either 103(c)(2) or 401(f) of Regulation S-K of the Exchange Act.

 Board Oversight of Risk

 The Board's Role

 The Board's role in the Company's
risk oversight process includes receipt and review of scheduled and ad hoc reports from members of the executive management team which
relate to areas of actual or potential material risk to the Company, including but not limited to, operational, financial, legal, regulatory,
strategic, transactional and reputational risks. The full Board receives these reports from the appropriate "risk owner" within
the organization to enable each member of the Board to understand our risk identification, risk management and risk mitigation strategies.

 Risk Assessment in Compensation Policies
and Practices for Employees

 The Compensation Committee of
the Board (the "Compensation Committee") reviewed the elements of our compensation policies and practices for all of our employees,
including our named executive officers, to evaluate whether risks that may arise from such compensation policies and practices are reasonably
likely to have a material adverse effect on our Company. The Compensation Committee has concluded that the following current features
of our compensation programs guard against excessive risk-taking:

 compensation programs provide a balanced mix of short-term and longer-term incentives;

 base salaries are consistent with employees' duties and responsibilities;

 cash incentive awards are capped by the Compensation Committee;

 cash incentive awards are tied to corporate performance goals, as well as individual performance goals;

 vesting periods for equity awards encourage executives to focus on sustained stock price appreciation; and

 our clawback policy provides our Board the ability to recoup any erroneously awarded performance-based compensation from executive officers on account of intentional misconduct.

 The Compensation Committee believes that, for
all of our employees, including our named executive officers, our compensation programs do not lead to excessive risk-taking and instead
encourage behavior that supports sustainable value creation. We believe that risks that may arise from our compensation policies and practices
for our employees, including our named executive officers, are not reasonably likely to have a material adverse effect on our Company.

 Board Committees

 The Board has three (3) standing
committees: (i) the Audit Committee of the Board (the "Audit Committee"); (ii) the Compensation Committee; and (iii) the Nominating
and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee"). The committees are
comprised solely of persons who meet the definition of an "independent director" under the Nasdaq listing rules. In addition,
the Board has determined that each member of the Audit Committee meets Nasdaq independence requirements applicable to members of an audit
committee. The Board has also determined that members of the Compensation Committee meet additional independence requirements under the
Nasdaq listing rules applicable to members of a compensation committee.

 The Audit Committee, Nominating and Corporate
Governance Committee and Compensation Committee operate under written charters adopted by the Board. Copies of our Nominating and Corporate
Governance Committee Charter, Audit Committee Charter and Compensation Committee Charter are available on the Company's website
at  Information on our website does not constitute a part of Amendment

 Audit Committee

 The Audit Committee, among other things, selects
the firm to be appointed as the independent registered public accounting firm to audit our financial statements, and reviews and discusses
the scope and results of each audit with the independent registered public accounting firm and with management. The responsibilities of
the Audit Committee are further described in the Audit Committee Charter, which was adopted by the Board, and a copy of which is available
on the Company's website at  The Audit Committee
held four (4) meetings during 2024. The Audit Committee, among other things, fulfills our Board's oversight responsibility with
respect to our cybersecurity policies, overseeing our risk management with respect to cybersecurity, reviewing our adoption and implementation
of systems, controls and procedures designed to prevent, detect and respond to cyber-attacks or security breaches involving us, and reviewing
our cybersecurity insurance requirements.

 The Audit Committee is composed
of Mr. Sassine, who serves as its chairman, Dr. Wood and Mr. Doyle. Our Board has determined that each member of the Audit Committee meets
the definition of an "independent director" under the applicable Nasdaq listing rules and the rules and regulations of the
SEC. The Board has also determined that Mr. Sassine qualifies as an "audit committee financial expert" under the rules and
regulations of the SEC.

 Nominating and Corporate Governance Committee

 The Nominating and Corporate Governance Committee
is responsible for, among other things, developing and recommending to the Board corporate governance policies for iCAD, establishing
procedures for the director nomination process and recommending nominees for election to the Board. The responsibilities of the Nominating
and Corporate Governance Committee are further described in the Nominating and Corporate Governance Committee Charter, which was adopted
by the Board, and a copy of which is available on the Company's website at
The Nominating and Corporate Governance Committee held one (1) meetings during 2024. The Nominating and Corporate Governance Committee
annually leads the performance review of the Board and its committees. The most recent Board self-evaluation involved a survey completed
by each director about the Board and the committees on which the director served. The self-evaluation process seeks to obtain each director's
assessment of the effectiveness of the Board, the committees and their leadership, Board and committee composition, and Board/management
dynamics.

 The Nominating and Corporate Governance Committee
is composed of Dr. Patel, who serves as its chairman, and Dr. Hricak.

 Compensation Committee

 The Compensation Committee is responsible for,
among other things, assisting the Board in overseeing our executive compensation strategy and reviewing and approving the compensation
of our executive officers and administering our various stock option and incentive plans. The responsibilities of the Compensation Committee
are further described in the Compensation Committee Charter, which was adopted by the Board and a copy of which is available on the Company's
website at  The Compensation Committee held
two (2) meetings during 2024.

 The Compensation Committee consists of Dr. Wood,
who serves as its chairwoman, Dr. Patel and Mr. Sassine.

 Compensation Committee Interlocks and Insider
Participation

 No person who served as a member of the Compensation
Committee during the fiscal year ended December 31, 2024 was a current or former officer or employee of the Company or engaged in certain
transactions with the Company required to be disclosed by regulations of the SEC. Additionally, there were no compensation committee "interlocks"
during the fiscal year ended December 31, 2024; which generally means that none of the Company's executive officers served as a
director or member of a compensation committee of another entity which other entity has an executive
officer who served as a director or member of our Compensation Committee.

 Board and Committee Meetings and Attendance
at Annual Meeting of Stockholders

 During the fiscal year ended December 31, 2024,
the Board held four (4) meetings. During 2024, each of the Company's directors attended at least 75% of the aggregate of: (1) the
total number of meetings of the Board and (2) the total number of meetings of all Board committees on which they served.

 The Company's current policy strongly encourages
that all of its directors attend all Board and committee meetings, as well as the Company's Annual Meetings of Stockholders each
year, absent extenuating circumstances that would prevent their attendance. Two (2) members of our Board attended the 2024 annual
meeting of stockholders.

 Insider Trading Policy

 The Company has an Insider Trading
Policy applicable to the Company's directors, officers, and all employees of the Company (the "Insider Trading Policy").
The Insider Trading Policy governs the purchase, sale, and/or other dispositions of the Company's securities and prohibits purchasing
or selling any securities of the Company while a person covered by the Insider Trading Policy is aware of material, non-public information
concerning the Company. The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider
trading laws, rules and regulations, and the exchange listing standards of the Nasdaq Stock Market. A copy of the Company's Insider
Trading Policy is filed with the SEC as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2024.

 Anti-Hedging and Anti-Pledging Policy; Stock
Trading Practices

 The Insider Trading Policy prohibits our officers,
directors and employees from trading the Company's equity securities during quarterly and special blackout periods. The Insider
Trading Policy also prohibits subject individuals from purchasing financial instruments (including prepaid variable forward contracts,
equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Exchange Act requires certain
of our officers and our directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports
of ownership and changes in ownership with the SEC. Officers, directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

 Delinquent Section 16(a) Reports

 Based solely on our review of copies of such forms
received by us, we believe that during the year ended December 31, 2024, all filing requirements applicable to all of our officers, directors,
and greater than 10% beneficial stockholders were timely complied with, except that: (i) one inadvertent late Form 4 was filed on behalf
of Jonathan Go on January 4, 2024 with respect to an option grant; (ii) one inadvertent late Form 4 was filed on behalf of Dana Brown
on January 4, 2024 with respect to an option grant; and (iii) one inadvertent late Form 4 was filed on behalf of Andy Sassine on January
17, 2024 with respect to an option grant.

 Code of Business Conduct and Ethics

 We have developed and adopted a comprehensive
Code of Business Conduct and Ethics to cover all of our employees. Copies of the Code of Business Conduct and Ethics can be obtained,
on the Company's website at  and
without charge, upon written request, addressed to:

 iCAD, Inc.

 2 Townsend West, Suite
6,

 Nashua, NH,

 03063

 Attention: Corporate Secretary

 Communications with the Board

 The Board, through its Nominating
and Corporate Governance Committee, has established a process for stockholders to send communications to the Board. Stockholders may communicate
with the Board individually or as a group by writing to: The Board of Directors of iCAD, Inc. c/o Corporate Secretary, 2 Townsend West,
Suite 6, Nashua, NH 03063. Stockholders should identify their communication as being from an iCAD stockholder. The Corporate Secretary
may require reasonable evidence that the communication or other submission is made by an iCAD stockholder before transmitting the communication
to the Board.

 Consideration of Director Nominees

 Stockholders wishing to recommend
director candidates to the Nominating and Corporate Governance Committee must submit their recommendations in writing to the Nominating
and Corporate Governance Committee, c/o Corporate Secretary, iCAD, Inc., 2 Townsend West, Suite 6, Nashua, NH 03063.

 The Nominating and Corporate Governance Committee
will consider nominees recommended by iCAD stockholders provided that the recommendation contains sufficient information for the Nominating
and Corporate Governance Committee to assess the suitability of the candidate, including but not limited to the candidate's qualifications,
and complies with the rules and procedures of the SEC and the Company's bylaws. In addition, the recommendation must include information
regarding the recommended candidate relevant to a determination of whether the recommended candidate would be barred from being considered
"independent" under applicable Nasdaq listing rules, or, alternatively, a statement that the recommended candidate would not
be so barred. Candidates recommended by stockholders that comply with these procedures will receive the same consideration that candidates
recommended by the Nominating and Corporate Governance Committee receive. A recommendation which does not comply with the above requirements
will not be considered.

 The qualities and skills sought in prospective
members of the Board are determined by the Nominating and Corporate Governance Committee. When reviewing candidates to our Board, the
Nominating and Corporate Governance Committee considers the current and evolving needs of the Board, and seeks candidates to fill any
current or anticipated future needs. The Nominating and Corporate Governance Committee generally requires that director candidates be
qualified individuals who, if added to the Board, would provide the mix of director characteristics, experience, perspectives and skills
appropriate for iCAD. Criteria for selection of candidates will include, but not be limited to: (i) business and financial acumen, as
determined by the Nominating and Corporate Governance Committee in its discretion, (ii) qualities reflecting a proven record of accomplishment
and ability to work with others, (iii) knowledge of our industry, (iv) relevant experience and knowledge of corporate governance practices,
and (v) expertise in an area relevant to iCAD. Such persons should not have commitments that would conflict with the time commitments
of a director of iCAD. Such persons shall have other characteristics considered appropriate for membership on the Board, as determined
by the Nominating and Corporate Governance Committee. While the Nominating and Corporate Governance Committee does not have a formal policy
with respect to diversity, the Board and the Nominating and Corporate Governance Committee believe that it is important that the Board
members represent diverse viewpoints. In considering candidates for the Board, the Nominating and Corporate Governance Committee and the
Board consider the entirety of each candidate's credentials in the context of the foregoing standards.

 Item 11.

 Executive Compensation.

 Summary Compensation Table

 The following table sets forth summary information relating to all
compensation awarded to, earned by or paid to our named executive officers ("NEOs") for all services rendered in all capacities
to us during the fiscal years noted below.

 Salary

 Option

Awards (1)

 Non-Equity

Incentive Plan

Compensation

(2)

 All Other

 Compensation

 (3)

 Total

 Name and Principal Position

 Year

 $

 $

 $

 $

 $

 2024

 400,000

 —

 —

 97,702

 497,702

 Chief Executive Officer, President, and Chair

 2023

 315,385

 521,093

 —

 12,569

 849,047

 Jonathan Go

 2024

 332,423

 —

 —

 40,950

 373,373

 Chief Technology Officer

 2023

 318,000

 55,077

 —

 33,486

 406,563

 2024

 250,000

 26,643

 —

 87,073

 363,716

 Chief Financial Officer

 2023

 171,731

 82,452

 —

 57,195

 311,378

 (1)
 The amounts included in the "Option Awards" column represent the grant date fair value of the stock option awards granted
to the named executive officers, computed in accordance with ASC Topic 718. For a discussion of valuation assumptions, see Note 13 of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

 (2)
 In January 2025, the Compensation Committee reviewed the Company's actual performance relative to targets, and determined that
such targets had been met. In February 2025, at the recommendation of the Compensation Committee, the Board approved the award of bonus
shares to Dana Brown, our President and Chief Executive Officer, and Eric Lonnqvist, our Chief Financial Officer, in the amounts of 25,833
shares of common stock and 15,833 shares of common stock, respectively.

 (3)
 The amounts in this column for Ms. Brown and Mr. Lonnqvist primarily reflect the fair market value of
fully vested shares of iCAD, Inc. common stock awarded to the named executive offers in 2025.

 Narrative Disclosure to Summary Compensation
Table

 Executive Compensation Philosophy and Objectives

 The Compensation Committee's executive compensation
objectives are to attract and retain highly qualified individuals with a demonstrated record of achievement; reward past performance;
provide incentives for future performance; and align the interests of the named executive officers with the interests of the stockholders.
To accomplish this objective, we offer a competitive total compensation package that consists of base salary; annual non-equity incentive
compensation opportunities; long-term incentives in the form of equity awards; and employee benefits. The Compensation Committee believes
that compensation for the named executive officers should be based on our performance. Therefore, for current officers the Compensation
Committee has developed variable compensation packages based largely on Company financial performance. The Compensation Committee also
considers our industry and geographic location norms in determining the various elements and amounts of compensation for our named executive
officers.

 Elements of Executive Compensation

 The Compensation Committee establishes a total
targeted cash compensation amount for each named executive officer, which includes base salary and non-equity incentive compensation.
This is intended to incentivize named executive officers to achieve the targeted financial results for our business and to compensate
them appropriately if they successfully achieved such performance. The elements of our executive compensation program are designed to
deliver both year-to-year and long-term stockholder value increases. A portion of the executives' compensation is at-risk, and equity-based
compensation includes a mix of incentives that vest subject to time or a combination of Company performance and time, tying the executive
to both our short-term and long-term success.

 The Compensation Committee also considers each
named executive officer's current salary and prior-year incentive compensation along with the appropriate balance between long-term
and short-term incentives.

 Our executive compensation program consists of
the following annual elements:

 Element

 Description

 Base Salary

 Fixed annual cash amount to attract and retain top talent

 Annual Cash Bonus

 At-risk variable incentive compensation to reward for achievement of goals set by the Board

 Long-Term Incentive Awards

 Equity-based compensation that supports retention, incentivizes performance and promotes stockholder alignment

 Select Benefits and Perquisites

 Benefits such as health insurance and a 401(k) program to remain competitive in our industry

 Key Compensation Governance Attributes

 The following are best practices of our executive
compensation program:

 What We Do

 What We Don't Do

 Consult an independent compensation consultant

 No tax gross-up provisions

 Conduct an annual risk assessment of our pay practices

 No guaranteed salary increases or bonuses

 Solicit stockholder input and incorporate feedback into decision-making process

 No excessive perquisites to NEOs

 Use a "double-trigger" for accelerated equity vesting upon a change in control for current named executive officers

 No pension plans or other post-employment benefit plans

 Clawback policy for executive officers

 No severance multipliers in excess of 2x pay

 Insider trading policy prohibits directors, senior executives and other employees from trading in Company stock during blackout periods and while in possession of material non-public information.

 No option repricing without stockholder approval, or option backdating

 How We Determine NEO Compensation

 Role of the Compensation Committee. All
compensation for our named executive officers is reviewed and recommended to the Board by the Compensation Committee, which is composed
only of independent directors. The Compensation Committee is responsible for reviewing the performance and establishing the total compensation
of our named executive officers on an annual basis. The Compensation Committee discusses compensation matters as part of regularly scheduled
meetings.

 Role of our Chief Executive Officer. Our
Chief Executive Officer annually makes recommendations to the Compensation Committee regarding base salary, non-equity incentive plan
compensation and equity awards for herself or himself and the other named executive officers. Such recommendations are considered by the
Compensation Committee; however, the Compensation Committee retains full discretion and authority over the final compensation decisions
for the named executive officers, subject to approval by the Board.

 Role of our Independent Compensation Consultant.
The Compensation Committee has the authority to engage independent compensation consultants. The Compensation Committee has in the past,
and may in the future, directly commission compensation studies from such consultants to provide benchmark and other data to be used by
the Compensation Committee in determining the compensation and benefits for the named executive officers.

 Employment Agreements and Severance and
Change in Control Agreements

 A summary of the current employment agreements
for the named executive officers appears below. The employment agreements provide for minimum annual salaries and performance-based annual
bonus compensation as defined in their respective agreements. In addition, the agreements with our named executive officers provide for
various severance payments and other benefits, if any such officer is terminated without "cause" or if the executive terminates
their employment for "good reason", in each case in connection with a "change in control" or otherwise. The Merger
with RadNet will constitute a "change in control" in connection with each such agreement. If the Merger is consummated, our
named executive officers will be compensated in accordance with the terms of their respective severance arrangements.

 Ms. Dana Brown, our Chief Executive Officer,
President, and Chair of the Board

 On March 13, 2023, the Company entered into an
employment agreement with Ms. Brown (the "Brown Agreement"). The Brown Agreement provides Ms. Brown (i) an annual base salary
of $400,000; (ii) eligibility to participate in the Company's annual discretionary bonus plan for executives, with the potential
to earn a cash and/or equity-based bonus equal to up to thirty (30%) percent of Ms. Brown's annual base salary; (iii) eligibility
to participate in the Company's benefit plans; (iv) reimbursement for reasonable out-of-pocket expenses; and (v) options to acquire
250,000 shares of common stock, subject to a 3-year vesting schedule and a 10-year expiration period. The Brown Agreement subjects Ms.
Brown to standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.

 The Brown Agreement provides that if Ms. Brown's
employment is terminated without "cause" or if she terminates her employment for "good reason" (as such terms
are defined in the Brown Agreement), in each case while she serves as Chief Executive Officer, then: (i) she will receive payment of any
accrued but unpaid base salary through the termination date, reimbursement for any unpaid and approved expenses incurred pursuant through
the termination date, and any accrued but unpaid vacation; (ii) she will receive the pro rata portion of any incentive bonus, if any,
earned for the fiscal year of her termination; and (iii) she will receive continued health benefits for 12 months, all subject to the
terms of the Brown Agreement.

 In the event that within nine (9) months of a
"change in control" Ms. Brown's employment is terminated by the Company without "cause" or by Ms. Brown
for "good reason" while she serves as Chief Executive Officer, then (i) she will receive payment of any accrued but unpaid
base salary through the termination date, reimbursement for any unpaid and approved expenses incurred through the termination date, and
any accrued but unpaid vacation; (ii) she will continue to receive an amount equal to his base salary for the period of six (6) months
from the date of her termination; (iii) she will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year
of his termination; (iv) she will receive continued health benefits for 18 months, and (v) all unvested stock options and other equity
awards granted by the Company to the Executive pursuant to such agreement shall immediately vest and become exercisable and shall remain
exercisable for not less than one year thereafter, all subject to the terms of the Brown Agreement.

 Mr. Jonathan Go, our Chief Technology Officer

 On May 26, 2020, the Company entered into an employment
agreement with Mr. Go. Pursuant to the agreement, Mr. Go serves as Chief Technology Officer and his compensation consists of an annual
base salary of $300,000, a non-bonus eligible salary of $10,200, and a target annual incentive bonus of 40% of his base salary if the
Company achieves goals and objectives determined by the Compensation Committee. In February 2021, the Compensation Committee recommended,
and the Board approved, an increase of Mr. Go's annual base salary to $318,000 and a target annual incentive bonus of 45% of his
base salary if the Company achieves goals and objectives determined by the Compensation Committee.

 Mr. Go is also entitled to customary benefits,
including participation in employee benefit plans. Mr. Go's employment agreement provides that if his employment is terminated without
"cause" or if he terminates his employment for "good reason" (as such terms are defined in Mr. Go's employment
agreement), in each case while he serves as Chief Technology Officer, then: (i) he will continue to receive an amount equal to his base
salary for the 12 month period from the date of his termination; (ii) he will receive the pro rata portion of any incentive bonus, if
any, earned for the fiscal year of his termination; and (iii) he will receive continued health benefits for 12 months.

 In the event that within six (6) months of a "change
in control" Mr. Go's employment is terminated by the Company without "cause" while he serves as Chief Technology
Officer, then (i) he will continue to receive an amount equal to his base salary for the period of 18 months from the date of his termination;
(ii) he will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination, and (iii) all
unvested stock options and other equity awards granted by the Company will immediately vest and become exercisable and will remain exercisable
for not less than 180 days thereafter.

 Eric Lonnqvist, our Chief Financial Officer

 On April
17, 2023, the Company entered into an employment agreement with Mr. Lonnqvist (the
"Lonnqvist Agreement"). The Lonnqvist Agreement provides Mr. Lonnqvist (i) an annual base salary of $250,000; (ii) eligibility
to participate in the Company's annual discretionary bonus plan for executives, with the potential to earn a cash and/or equity-based
bonus equal to up to twenty five (25%) percent of Mr. Lonnqvist's base salary; (iii) eligibility to participate in the
Company's benefit plans; (iv) reimbursement for reasonable out-of-pocket expenses; and (v) options to acquire 100,000 shares
of common stock, subject to a 3-year vesting schedule and a 10-year expiration period. The Lonnqvist Agreement subjects Mr. Lonnqvist to
standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.

 The Lonnqvist Agreement provides that if Mr. Lonnqvist's
employment is terminated without "cause" or if he terminates his employment for "good reason" (as such terms are
defined in the Lonnqvist Agreement), in each case while he serves as Chief Financial Officer, then: (i) he will continue to receive an
amount equal to his base salary for a period of six (6) months from the date of his termination, less all customary and required taxes
and employment-related deductions, and (ii) he will receive continued health benefits for six (6) months.

 If within six (6) months of a "change in
control" Mr. Lonnqvist's employment is terminated by the Company without "cause" or by Mr. Lonnqvist for "good
reason" while he serves as Chief Financial Officer, then

 (i) he will continue to receive an amount equal
to his base salary for a period of six (6) months from the date of his termination, less all customary and required taxes and employment-related
deductions, (ii) he will receive continued health benefits for six (6) months, and (iii) notwithstanding the vesting and exercisability
schedule in any stock option or other equity award agreement between the Company and Mr. Lonnqvist, all unvested stock options and other
equity awards granted by the Company to Mr. Lonnqvist pursuant to such agreement shall immediately vest and become exercisable and shall
remain exercisable for not less than one year thereafter.

 Corporate Bonus Plan

 The Annual Employee Corporate Bonus Plan (the
"Bonus Plan") is designed to provide an effective means to motivate and compensate eligible employees, on an annual basis,
through cash and/or equity award bonuses as applicable, based on the achievement of business and individual performance objectives during
each calendar year (each, a "Plan Year"). The Bonus Plan is intended to be the Company's primary vehicle for awarding
variable compensation to colleagues who are eligible to participate.

 Any awarded compensation under the Bonus Plan
is subject to the achievement of specific performance goals identified by the Company and by each individual during the Plan Year. All
regular full-time employees are eligible to participate in the Bonus Plan, provided they qualify under the guidelines set forth in the
Bonus Plan. Each employee is assigned a target bonus percentage based on their level with the organization at the inception of the Plan
Year. The target bonus percentage will be communicated to each employee, along with the plan guidelines. The target bonus is a percentage
of the employee's annualized annual base salary in effect as of the end of the Plan Year. Any bonus awarded under the Bonus Plan
is to be paid in first quarter of the following Plan Year.

 In January 2025, the Compensation Committee reviewed
the Company's actual performance relative to targets, and determined that such targets had been met. In February 2025, at the recommendation
of the Compensation Committee, the Board approved the award of bonus shares to Dana Brown, our President and Chief Executive Officer,
and Eric Lonnqvist, our Chief Financial Officer, in the amounts of 25,833 shares of common stock and 15,833 shares of common stock, respectively.

 Equity Compensation Policy

 While we do not have a formal written policy in place with regard to
the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee
do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly
disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection
with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers at approximately
the same time each year, typically at the end of each fiscal year or at the beginning of the following fiscal year. In addition, non-employee
directors receive grants of initial and annual equity awards, at the time of a director's initial appointment or election to the
Board and at the beginning of each fiscal year, respectively. Option grants generally are effective on the date the award determination
is made by the Compensation Committee or the Board, as the case may be, and the exercise price of options is typically based upon the
Fair Market Value of our common stock as defined in our 2024 Omnibus Equity Incentive Plan.

 During the fiscal year ended December 31, 2024, we did not award any
equity awards to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q
or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one
business day after the filing or furnishing of such report.

 Outstanding Equity Awards at December 31, 2024

 The following table sets forth information regarding unexercised options
and unvested stock awards outstanding at December 31, 2024 for each of our named executive officers.

 Option Awards

 Name

 Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 Option

 Exercise

 Price

 ($)

 Option

Expiration

Date

 40,000

 —

 6.24

 1/10/2032

 30,000

 —

 1.95

 1/3/2033

 45,000

 —

 2.19

 1/30/2028

 83,334

 166,666

 2.39

 3/10/2033

 33,334

 66,666

 1.85

 12/26/2033

 Jonathan Go

 25,000

 —

 4.37

 1/15/2029

 19,134

 —

 12.84

 5/7/2030

 42,386

 —

 18.00

 2/15/2031

 16,667

 8,333

 4.25

 3/10/2032

 16,667

 33,333

 1.85

 12/26/2033

 12,500

 —

 9.00

 2/5/2025

 10,000

 —

 12.17

 9/8/2031

 10,000

 5,000

 4.25

 3/10/2032

 33,334

 66,666

 1.46

 4/17/2033

 —

 25,000

 1.78

 1/4/2034

 Compensation of Directors

 Director Summary Compensation Table

 The following table sets forth summary information relating to all
compensation awarded to, earned by or paid to our non-employee directors for all services rendered in all capacities to us during the
fiscal years noted below.

 Fees

Earned

or Paid

in Cash

 Option

Awards

(1)

 Stock

Awards

(2)

 Total

 Name

 $

 $

 $

 $

 Michael Doyle(3)

 19,255

 43,913

 —

 63,168

 Dr. Hedvig Hricak(4)

 18,332

 36,506

 —

 54,838

 Dr. Rakesh Patel

 25,668

 64,895

 —

 90,563

 15,250

 82,619

 —

 97,869

 Dr. Susan Wood

 55,125

 41,327

 —

 96,452

 (1)

 The amounts included in the "Option Awards" column represents the grant date fair value of the stock option awards to directors, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13 to our Consolidated financial statements on Form 10-K for the fiscal year ended December 31, 2024.

 (2)

 The amount included in the "Stock Awards" column represents the grant date fair value of restricted stock awards to directors, computed in accordance with FASB ASC Topic 718.

 (3)

 Mr. Doyle was appointed as a director of the Company, effective January 23, 2024.

 (4)

 Dr. Hricak was appointed as a director of the Company, effective February 22, 2024.

 *

 Information with respect to the compensation of Dana Brown, an employee director, as described in this Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is set forth below in the Summary Compensation Table.

 Narrative to Director Compensation Table

 Our director compensation policy is intended to provide a total compensation
package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors'
interests with those of our stockholders. For a narrative description of director compensation see " Compensation of Directors "
above.

 Director Compensation in Fiscal 2024

 Compensation of directors is determined by the Board in conjunction
with recommendations made by the Compensation Committee. The Board has approved a compensation structure for non-employee directors consisting
of a cash retainer, an annual equity award and an additional cash retainer for Board members serving on a committee. Employee directors
are not compensated for their services as directors.

 Board and Committee Retainers

 For the fiscal year ended December 31, 2024, annual cash compensation
for each non-employee director was $35,000, and $65,000 for the chair of the Board if the chair is not an employee. Because the chair
was an employee in 2024, this amount was not paid to the chair in 2024.

 Additional retainers for each non-employee director who served on one
or more Board committees in 2024 were as follows:

 Member

 Chair

 Audit Committee

 $
 9,500

 19,000

 Compensation Committee

 $
 7,000

 14,000

 Nominating and Governance Committee

 $
 4,500

 9,000

 Strategy Committee

 $
 5,000

 10,000

 Lead Independent Director

 $
 —

 20,000

 Annual cash compensation for non-employee directors is currently the
same for fiscal 2024.

 Directors can elect to receive their quarterly board compensation in
cash, or in the form of (i) restricted stock based on the cash equivalent of the closing price of the Company's common stock on
the last trading day of each quarter, or (ii) stock options, with an exercise price based on the closing price of the Company's
common stock on the last trading day of each quarter. The number of shares subject to such stock options is determined based on a Black-Scholes
valuation.

 Such restricted stock is fully vested, and such stock options are fully
exercisable at the time of grant. During 2024, all directors elected to receive their compensation in a combination of cash and stock
options.

 Annual Equity Compensation

 Newly appointed non-employee directors receive a one-time initial award
of stock options to purchase 40,000 shares of our common stock, which vest in four equal quarterly installments through the first anniversary
of the date of grant. Continuing directors receive an annual award of stock options to purchase 30,000 shares of our common stock, which
also vest in four equal quarterly installments through the first anniversary of the date of grant.

 Treatment of iCAD Equity Awards in the Merger

 Outstanding Options in General

 In general, at the Effective Time (as defined in the Merger Agreement),
each option to purchase shares of common stock with an exercise price per share less than $7.20 (each, an "Eligible Option"),
including those held by our directors and officers, will be assumed by RadNet and converted into an option (A) to purchase a number of
shares of RadNet common stock equal to the product of (1) the number of shares of our common stock subject to such Eligible Option immediately
prior to the Effective Time and (2) 0.0677 (the "Exchange Ratio"), rounded down to the nearest whole number of shares, and
(B) with an exercise price per share equal to (1) the exercise price per share of common stock of such Eligible Option immediately prior
to the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent (each, an "Assumed Option").
Each Assumed Option will continue to have, and will be subject to, the same terms and conditions that applied to the corresponding Eligible
Option as in effect immediately prior to the Effective Time, other than any terms that become inoperative by reason of the transactions
contemplated pursuant to the Merger Agreement. Each option that is not an Eligible Option will not be assumed or otherwise substituted
by RadNet and will automatically terminate and cease to be outstanding as of the Effective Time.

 Options Held by the Board of Directors

 All unvested outstanding Eligible Options held by our non-employee
directors immediately prior to the Effective Time will accelerate and automatically vest and become exercisable as of a time immediately
prior to the Effective Time.

 Options Held by Named Executive Officers

 For a description of the treatment of Eligible Options held by our
named see " Employment Agreements and Severance and Change in Control Agreements " above.

 Other Transactions with Named Executive Officers and Directors Related
to Agreement and Plan of Merger

 On April 15, 2025, simultaneously with the approval of the
terms of the Merger, the iCAD Board unanimously approved the grant of cash bonuses to certain employees, including Dana Brown, iCAD's
President and Chief Executive Officer, who shall receive $200,000, and Eric Lonnqvist, iCAD's Chief Financial Officer, who shall
receive $62,500 (the "Stay Bonuses"). The Stay Bonuses are payable on or within 30 days following the closing of the Merger
(the "Closing"), subject to each individual's continued employment with iCAD or an affiliate of iCAD through the Closing.

 In addition, in connection with the execution of the Merger Agreement,
on April 15, 2025, RadNet and RadNet Merger Sub entered into voting and support agreements (the "Voting Agreements") with
each of the Company's directors (collectively, the "Supporting Stockholders"), under which the Supporting Stockholders
agreed, among other things, to vote, or cause to be voted, all of the shares of the Company's common stock beneficially owned by
such Supporting Stockholder (i) in favor of the adoption of the Merger Agreement, each of the other transactions contemplated by the Merger
Agreement, any proposal to adjourn or postpone the applicable meeting of stockholders if there are not a sufficient number of votes to
approve the Merger Agreement, the Merger and any other matters necessary to effect the Merger, at such meeting; and (ii) against any action
or agreement that would be intended or reasonably expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect
in any material respect the Merger or the Merger Agreement. In addition, and subject to limited exceptions, the Voting Agreements provide
that during the period commencing on the date of the Voting Agreements and ending on the earlier of the Effective Time or the termination
of the Merger Agreement, each Supporting Stockholder shall not dispose or otherwise transfer any shares of the Company's common
stock held by such Supporting Stockholder.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 Security Ownership of Certain Beneficial Owners and Management of
the Company

 The following table sets forth certain information
regarding the beneficial ownership of our common stock as of April 18, 2025, by (i) each person who is known to us to own beneficially
more than 5% of the outstanding shares of our common stock, (ii) each of our named executive officers, (iii) each of our directors and
(iv) all current executive officers and directors as a group. Unless otherwise indicated below, the address of each beneficial owner is
c/o iCAD, Inc. 2 Townsend West, Suite 6, Nashua, NH, 03063.

 Name of Beneficial Owner

 Beneficially

Owned

(1)(2)(3)

 Percentage

of Class

 369,351

 1.35%

 Michael Doyle

 64,908

 *

 Dr. Hedvig Hricak

 59,556

 *

 109,884

 *

 Dr. Rakesh Patel

 313,127

 1.14%

 1,534,699

 5.59%

 Susan Wood

 227,049

 *

 Jonathan Go

 317,812

 1.16%

 All current executive officers and directors as a group (8 persons)

 2,996,386

 10.34%

 * Less than 1% ownership

 (1)

 Based on 27,445,869 shares of common stock issued and outstanding as of April 18, 2025. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from April 18, 2025, upon (i) the exercise of options; (ii) vesting of restricted stock; (iii) warrants or rights; (iv) through the conversion of a security; (v) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (vi) pursuant to the automatic termination of a trust, discretionary account or similar arrangement. Each beneficial owner's percentage ownership is determined by assuming that the options or other rights to acquire beneficial ownership as described above, that are held by such person (but not those held by any other person) and which are exercisable within 60 days from April 18, 2025, have been exercised.

 (2)

 Unless otherwise noted, we believe that the persons referred to in the table have sole voting and investment power with respect to all shares reflected as beneficially owned by them.

 (3)

 Includes exercisable and vested options to purchase shares of common stock (within 60 days of April 18, 2025) as follows:

 Name of Beneficial Owner

 Exercisable

Options

 315,001

 Michael Doyle

 64,856

 Hedvig Hricak

 59,556

 100,001

 Dr. Rakesh Patel

 250,910

 336,317

 Susan Wood

 229,915

 Jonathan Go

 129,087

 Equity Compensation Plans

 The following information is provided as of
December 31, 2024 with respect to our equity compensation plans:

 Plan Category:

 Number of

securities to

be

issued upon

exercise of

outstanding

options,

warrants

and rights

 Weighted-

average

exercise

price

of

outstanding

options,

warrants

and rights

 Number of

securities

remaining

available for

issuance

under

equity

compensation

plans

 Equity compensation plans approved by security holders

 3,021,298

 $

 4.25

 2,663,136

 Equity compensation plans not approved by security holders

 —

 $

 —

 —

 Item 13.

 Certain Relationships and Related Transactions, and Director
Independence.

 Other than as described below,
there were no transactions since January 1, 2024 involving an amount in excess of $120,000 to which the Company has been a participant
and in which any of its directors, executive officers or holders of more than 5% of its share capital, or any members of their immediate
family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under "Executive
Compensation" and "Director Compensation."

 Indemnification Agreements

 We have entered into indemnification
agreements with each of our directors and executive officers. Each indemnification agreement provides for indemnification and advancements
by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request,
service to other entities, as officers or directors to the maximum extent permitted by applicable law.

 Review, Approval or Ratification of Transactions
with Related Persons

 We have adopted written policies
and procedures regarding related person transactions. Our policy intends to cover any transaction described under Item 404 of Regulation
S-K. Our Audit Committee is responsible for reviewing and approving all related-persons transactions pursuant to the Audit Committee Charter,
which has been adopted by the Board. A related person is any executive officer, director, nominee for director or more than 5% stockholder
of the Company, including any of their immediate family members, and any entity owned or controlled by such persons. The Audit Committee
reviews and approves all related person transactions without regard to the thresholds established for disclosure under Item 404 of Regulation
S-K. The Chairperson of the Audit Committee can be reached by sending a letter to Chairperson of the Audit Committee, Confidential –
Conduct of Business Affairs at: iCAD, Inc., 2 Townsend West, Suite 6, Nashua, NH 03063.

 During the years ended December 31, 2024 and December
31, 2023 there were no transactions with related parties requiring approval of the Audit Committee as described above.

 Item 14.

 Principal Accounting Fees and Services.

 Aggregate fees for professional services rendered for the
Company by BDO USA, P.C. ("BDO"), the Company's independent registered public accounting firm, as of or for the fiscal
years ended December 31, 2024 and 2023 were:

 Fiscal Year Ended

 Services Rendered (1)

 December 31,
 2024

 December 31,
 2023

 Audit Fees

 $
 454,800

 $
 616,105

 Audit Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 454,800

 $
 616,105

 (1)

 The aggregate fees included in Audit Fees are fees billed for the fiscal years.

 Audit fees for the fiscal years ended December 31, 2024 and 2023 relate
to professional services rendered for the audits of our financial statements, quarterly reviews, issuance of consents, and assistance
with review of documents filed with the SEC.

 Pre-Approval Policies and Procedures

 The Audit Committee Charter provides that one of the Audit Committee's
responsibilities is pre-approval of all audit, audit related, tax services and other services performed by our independent registered
public accounting firm. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must
approve the permitted service before the Company's independent registered public accounting firm is engaged to perform it. The Audit
Committee pre-approves proposed services and fee estimates for these services. The Audit Committee chairperson or his or her designee
has been designated by the Audit Committee to pre-approve any services arising during the year that were not pre-approved by the Audit
Committee. Services pre-approved by the Audit Committee chairperson are communicated to the full Audit Committee at its next regular meeting
and the Audit Committee reviews services and fees for the fiscal year at each such meeting. Pursuant to these procedures, the Audit Committee
pre-approved all of the audit services provided by BDO to us during the fiscal years ended December 31, 2024 and 2023.

 Item 15.

 Exhibits, Financial Statement Schedules.

 (a)
The following documents were filed as part of the Original Filing:

 1.
 Financial Statements. We are not filing any financial statements with this Form 10-K/A because they were included in the Original
Filing.

 2.
 Financial Statement Schedules. We are not filing any schedules with this Form 10-K/A, which were either appropriately omitted
from the Original Filing or the information required to be presented in them was shown in the financial statements or related notes at
Part II, Item 8 of the Original Filing.

 3.
 Exhibits. The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the
"Exhibit Index" of the Original Filing. The attached list of exhibits in the "Exhibit Index" sets forth the additional
exhibits required to be filed with this Form 10-K/A and are incorporated herein by reference in response to this item.

 (b) Exhibits. See
Item 15(a)(3) above.

 (c)
Financial Statement Schedules. See Item 15(a)(2) above.

 EXHIBIT

 Exhibit

 Number

 Exhibit

 Title

 31.1*

 Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of the Principal Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002

 Cover

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: April 30, 2025

 iCAD, INC.

 By:

 /s/ Dana Brown

 Chief Executive Officer, President and Director

 The undersigned officers and
directors of iCAD, Inc., hereby severally constitute and appoint Dana Brown and Eric Lonnqvist, and each of them individually, with full
power of substitution and resubstitution, as their true and lawful attorneys and agents, to do any and all acts and things in their name
and behalf in their capacities as directors and officers and to execute any and all instruments for them and in their names in the capacities
indicated below, which said attorneys and agents, may deem necessary or advisable to enable said corporation to comply with the Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection
with this Amendment No. 1 to Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for
them or any of them in their names in the capacities indicated below, any and all amendments hereto, and they do hereby ratify and confirm
all that said attorneys and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Dana Brown

 Chief Executive Officer, President, and Director

 (Principal Executive Officer)

 /s/ Eric Lonnqvist

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 /s/ Hedvig Hricak

 Hedvig Hricak, MD, Ph. D.

 /s/ Michael John Doyle

 Michael John Doyle

 /s/ Rakesh Patel

 Rakesh Patel, MD

 /s/ Andy Sassine

 /s/ Susan Wood

 Susan Wood, Ph. D.