UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
SEC File Number 001-09341
CUSIP Number 44935s 10 7
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form 10-D
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I-REGISTRANT INFORMATION
iCAD, Inc.
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Full Name of Registrant
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Former Name if Applicable
4 Townsend West, Suite 17
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Address of Principal Executive Office (Street and Number)
Nashua, NH 03063
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(City, State and Zip Code)
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q
or subject distribution report on Form 10-D, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR or the transition report or portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant could not complete its annual report on Form 10-K for the fiscal
year ended December 31, 2005 on a timely basis due to unanticipated delays
arising in connection with its preparation.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Annette Heroux 603 882-5200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
iCAD, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2006 By: /s/ Annette Heroux
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Vice President of Finance, Chief
Financial Officer
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
ATTACHMENT TO PART IV OF
FORM 12b-25 OF
iCAD, Inc.
With respect to its Form 10-K for the fiscal
year ended December 31, 2005
The registrant estimates that its results of operations for the fiscal
year ended December 31, 2005 as reflected in its statements of operations to be
included in its Form 10-K for the fiscal year ended December 31, 2005 will
reflect a decrease in sales to $19,803,222 as compared to $23,308,462 for the
fiscal year ended December 31, 2004. In addition, the registrant expects to
report a loss from operations in the fiscal year ended December 31, 2005 of
$4,635,176 compared to a loss from operations of $267,219 for the fiscal year
ended December 31, 2004. In addition, the registrant expects to report a net
loss of $4,744,137 for the fiscal year ended December 31, 2005 compared to a net
loss of $828,263 for the fiscal year ended December 31, 2004.