Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 19, 2023, Stephen P. Sarno, the Interim Chief Financial Officer of iCAD, Inc. (the "Company"), resigned from his position with the Company. As of January 19, 2023, Mr. Sarno shall serve the Company as a financial consultant to assist in the transition of the role. Mr. Sarno indicated to the Company that he did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Daniel J. Shea was appointed Interim Chief Financial Officer of the Company, effective January 18, 2023. With more than 30 years of experience building, leading and advising finance functions in both private and public companies, Mr. Shea previously served as CFO at companies including Pressure Biosciences, Inc., 4D Technologies, and Easterly Partners Group. He earned a BS in Accounting and Finance from Boston College and is a Certified Public Accountant.

On January 19, 2023, Mr. Shea and the Company entered into a Consulting Agreement (the "Consulting Agreement") having a three-month term (the "Term"). Pursuant to the terms and subject to the conditions set forth in the Consulting Agreement, the Company shall furnish Mr. Shea a monthly cash fee of $41,168.00 with an additional option to purchase shares of Company common stock valued at $30,876.00. The Consulting Agreement contains customary representations and warranties by the parties, as well as customary indemnification provisions. The foregoing is merely a summary and is qualified in its entirety by reference to the Consulting Agreement which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 7.01.Regulation FD Disclosure.

On January 23, 2023, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the CFO transition. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 is being furnished pursuant to Item 9.01, is not to be considered filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any of the Company's previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.



(d) Exhibits

Exhibit
  No.       Exhibit Description

10.1          Consulting Agreement, dated January 18, 2023.

99.1          Press release dated January 23, 2023

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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