M&A - ICAD INC

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119380525000714

Filing Summary: iCAD, Inc. has entered into a Merger Agreement with RadNet, Inc. and its wholly owned subsidiary, Trio Merger Sub, Inc. Under this agreement, Trio Merger Sub will merge into iCAD, with iCAD continuing as a wholly owned subsidiary of RadNet. The merger aims to bring together operations and management of both companies. On May 16, 2025, the iCAD Board approved an amendment to the terms regarding the exercise provisions of 1,828,124 stock options which allows for certain options to be exercised for one year post-merger, provided their exercise price is under $7.20.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119380525000713

Filing Summary: iCAD, Inc. has entered into a Merger Agreement with RadNet, Inc., whereby RadNet's wholly owned subsidiary, Trio Merger Sub, Inc., will merge with and into iCAD, allowing iCAD to continue as a wholly owned subsidiary of RadNet. The iCAD Board has approved amendments to the exercise provisions of stock options held by directors and executive officers in light of this merger. A proxy statement/prospectus related to the merger has been filed and approved, and communications have been initiated to iCAD stockholders regarding the proposed transaction. This document outlines forward-looking statements concerning the merger and associated risks.

Form Type: DEFM14A

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000119380525000705

Filing Summary: On April 15, 2025, iCAD, Inc. entered into a Merger Agreement with RadNet, Inc. and Trio Merger Sub, Inc. The agreement states that upon completion of the merger, Trio Merger Sub will merge with iCAD, with iCAD becoming a wholly-owned subsidiary of RadNet. Each share of iCAD Common Stock will be exchanged at a fixed rate for 0.0677 shares of RadNet Common Stock, representing an implied value of approximately $3.61 to $4.07 per share based on RadNet's stock price preceding the announcement. iCAD's Board unanimously recommends that stockholders vote in favor of the Merger Agreement, along with an advisory compensation proposal for executive officers and the potential adjournment of the special meeting if necessary to achieve a quorum. The Special Meeting for stockholders is scheduled for July 14, 2025, with a record date of May 16, 2025. The document stresses the importance of voting and details the virtual nature of the meeting, urging stockholders to submit proxies in advance to ensure representation.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925016489

Filing Summary: iCAD Inc. reported its financial results for the quarterly period ended March 31, 2025, including highlights from its condensed consolidated financial statements. The total revenue for the first quarter of 2025 was $4.874 million, with a slight decrease from $4.954 million in the same period of 2024. The company reported a net loss of $833,000, a decrease from the net loss of $1,222,000 in the first quarter of 2024. The balance sheet showed total assets of $39.472 million, representing an increase from $37.540 million at the end of the previous year. iCAD also highlighted that it had entered into an agreement with RadNet, Inc. on April 15, 2025, to be acquired, marking a significant corporate action for the company. This acquisition aligns with iCAD's strategic objectives in the cancer detection market, and the company believes the transaction will facilitate future growth and operational efficiencies.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825003504

Filing Summary: On May 12, 2025, RadNet, Inc. held an earnings release conference call where it announced the acquisition of iCAD Inc., a prominent provider of AI-powered breast health solutions. The acquisition, announced on April 15, aims to enhance patient diagnosis and outcomes by integrating iCAD’s and RadNet’s technological solutions. This strategic move is expected to broaden RadNet’s customer relationships and accelerate its capabilities in AI-powered breast cancer screening. The merger is subject to approval from iCAD's stockholders and is anticipated to close in the second quarter or early third quarter of 2025, pending fulfillment of customary conditions.

Form Type: 10-K/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000119380525000588

Filing Summary: This Amendment No. 1 reflects changes to iCAD, Inc.'s Annual Report for the fiscal year ending December 31, 2024. The main purpose of the amendment is to restate specific items (10-14) to include information from the company's Proxy Statement for the 2025 annual meeting of stockholders. Additionally, certifications under the Sarbanes-Oxley Act have been updated. A significant corporate action disclosed is the merger agreement with RadNet, Inc. finalized on April 15, 2025, where iCAD will become a wholly-owned subsidiary of RadNet. The merger is expected to complete in the second or third quarter of 2025, pending regulatory approvals. No new financial statements have been included and the amendment does not reflect events after the filing of the original document.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002779

Filing Summary: RadNet, Inc. announced its proposed acquisition of iCAD, Inc., focusing on enhancing early detection and diagnosis of breast cancer through AI technologies. Under the merger agreement, iCAD stockholders will receive 0.0677 shares of RadNet common stock for each share of iCAD, equating to a total transaction value of approximately $103 million, representing a significant premium to iCAD stockholders. The deal aims to integrate iCAD into RadNet’s subsidiary, DeepHealth, facilitating expanded access to breast cancer screening solutions across global healthcare providers. The planned integration is anticipated to accelerate growth in cancer screening and improve patient care outcomes. Leaders from both companies expressed the strategic importance of this acquisition for leveraging AI in healthcare and expanding RadNet’s global reach. The acquisition is expected to finalize in late 2025, pending necessary approvals.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002780

Filing Summary: On April 17, 2025, it was announced that RadNet's subsidiary DeepHealth has signed a $103 million deal to acquire iCAD, Inc., a company specializing in AI-powered breast cancer screening. The acquisition, structured as an all-stock buyout at approximately $3.61 per share on a fully diluted basis, is expected to close in the third quarter of 2025, pending customary conditions. The acquisition aligns with U.S. efforts to boost AI in medical technologies, specifically relating to Project Stargate, which supports reindustrialization in the U.S. market. Dr. Andrew S. Thompson from GlobalData noted the challenges of AI adoption in breast imaging due to variations in patient demographics and potential regulatory hurdles. RadNet's CEO, Dr. Howard Berger, emphasized that the merger aims to enhance global patient diagnosis and outcomes in breast cancer screening through advanced technology integration. This communication serves as preliminary information for shareholders, with a formal proxy statement to be filed with the SEC concerning the merger.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000119380525000548

Filing Summary: iCAD, Inc. announced a proposed acquisition by RadNet, Inc. During a presentation on April 23, 2025, Dana Brown, President and CEO of iCAD, highlighted the company's achievements, including the processing of over 350,000 exams using their ProFound Cloud AI solution and the FDA clearance of ProFound Detection v4.0. The acquisition is expected to enhance innovation and expand access to next-generation AI tools post-closing, although iCAD remains independent for now. The proposed merger aims to combine iCAD's and DeepHealth's technologies to improve workflows and breast care services. Both companies are preparing to file necessary documents with the SEC.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000168316825002650

Filing Summary: On April 16, 2025, RadNet, Inc. announced a proposed merger with iCAD Inc. aimed at enhancing the AI-driven breast cancer solutions. The merger is expected to strengthen RadNet's market leadership and expand its reach across 50+ countries and over 1,700 provider sites, ultimately accelerating the combined annual mammograms to 10 million. This acquisition is anticipated to create a comprehensive portfolio of breast imaging AI solutions, with expected financial benefits including a positive Adjusted EBITDA run rate by the end of 2026. The filing alerts investors to key details regarding the merger, urging them to review additional SEC filings for further information on the transaction and to seek free copies of the merger-related documents.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002673

Filing Summary: On April 17, 2025, RadNet, Inc. announced its plan to acquire iCAD, Inc. for approximately $103 million in an all-stock transaction. RadNet aims to enhance its offerings in breast cancer AI technologies through this acquisition, expecting to bolster the adoption of AI in radiology. The deal is part of RadNet's strategy to consolidate its position in the medical imaging sector by integrating iCAD's FDA-cleared algorithms, which complement RadNet's existing technology. This acquisition will help RadNet expand its customer base, as iCAD's technology is compatible with additional mammography systems. RadNet's CEO emphasized the need for consolidation in the AI industry for healthcare to improve efficiency and outcomes in breast imaging. The completion of this acquisition is anticipated in the second or third quarter of 2025, pending necessary approvals and conditions. A proxy statement and prospectus will be filed with the SEC following the registration statement, providing essential information regarding the proposed merger.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002675

Filing Summary: On April 16, 2025, RadNet, Inc. announced its intention to acquire iCAD, Inc., a company known for its innovations in breast health technology. This acquisition is poised to enhance breast cancer screening capabilities through the integration of iCAD's AI technologies with RadNet's existing healthcare solutions. Key speakers during the Media Roundtable included leaders from both companies who highlighted the strategic importance of this move, which aims to advance breast cancer detection and treatment. The acquisition is expected to provide access to an expanded network comprising approximately 1700 provider sites and covering 10 million annual mammograms. The deal is anticipated to lead to significant synergies, both operationally and commercially, and is projected to enhance iCAD's financial performance with a better adjusted EBITDA run rate expected by the end of 2026. The combination merges complementary solutions to improve patient outcomes, accelerate innovation, and redefine the standard of care in breast health.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002677

Filing Summary: On April 16, 2025, RadNet, Inc. announced its proposed acquisition of iCAD, Inc. during an investor call. The acquisition aims to strengthen RadNet's position in AI-driven breast cancer solutions by integrating iCAD's advanced technology and market reach. The stock-for-stock transaction has been valued at approximately $103 million, offering a 98% premium to iCAD shareholders. RadNet anticipates positive Adjusted EBITDA run rate by 2026, with projected revenue additions from iCAD of around $20 million. The acquisition will enhance operational synergies, expanding customer reach across more than 1,700 provider sites in over 50 countries. The merger combines RadNet's existing patient base of approximately 2 million mammograms annually with iCAD's capabilities, potentially increasing total annual mammograms up to 10 million. The transaction is subject to iCAD stockholder approval and is expected to close in the second or third quarter of 2025, pending standard closing conditions.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002620

Filing Summary: On April 15, 2025, DeepHealth, Inc., a wholly-owned subsidiary of RadNet, Inc., announced a proposed acquisition of iCAD, Inc. This communication indicates that RadNet plans to file a registration statement on Form S-4 with the SEC, which will include a prospectus and proxy statement related to the acquisition. It is emphasized that the document does not constitute an offer or solicitation but serves to inform stakeholders about the upcoming merger. Important details regarding the transaction will be available once the proxy statement/prospectus is filed and declared effective. Investors are cautioned to review these documents thoroughly when made available as they will contain critical information. The document also mentions that participants in the solicitation of proxies may include directors and executive officers from both companies. Furthermore, the announcement includes forward-looking statements about anticipated benefits and potential risks related to the acquisition, highlighting uncertainties that could affect the transaction's success.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002640

Filing Summary: On April 15, 2025, RadNet, Inc. published a post on LinkedIn regarding the proposed acquisition of iCAD, Inc. The communication indicates that RadNet intends to file a registration statement on Form S-4 with the SEC, which will serve as a prospectus for RadNet and include a proxy statement for iCAD. This filing requires shareholder approval and aims to inform investors about the transaction. The communication emphasizes that it is not a solicitation for votes or shares. Furthermore, it lays out the process for obtaining information and documents related to the transaction, urging investors to read the prospectus once available for important details. The document also discusses RadNet's and iCAD's respective directors and executives as potential participants in the solicitation process and acknowledges various risks and uncertainties surrounding the proposed transaction. Importantly, forward-looking statements about the anticipated benefits and challenges of the merger are included, advising stakeholders of the inherent risks involved with such predictions.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002641

Filing Summary: RadNet, Inc. has announced its intent to acquire iCAD Inc. to enhance its DeepHealth portfolio focused on AI-driven breast cancer diagnostics. This acquisition aims to integrate iCAD's advanced breast imaging AI capabilities with DeepHealth's existing solutions, potentially improving patient diagnosis globally and increasing annual mammograms significantly. The merger is designed to reinforce DeepHealth’s mission to advance healthcare through AI and imaging technology. Important filings will occur with the SEC, including a Form S-4 registration statement which will outline details of the deal and provide necessary information for stockholders.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002642

Filing Summary: RadNet, Inc. has announced its intention to acquire iCAD, Inc., with the transaction expected to close in the second or third quarter of 2025. The acquisition is contingent upon approval from iCAD's stockholders and customary closing conditions. The merger aims to enhance breast health initiatives by leveraging AI and imaging technology to provide an expanded suite of diagnostic AI tools, risk assessment, and integrated viewing solutions. Details regarding product strategy or operational changes will not be disclosed until integration phases are completed, though RadNet reassures continued support for current DeepHealth solutions. The filing also mentions RadNet's plans to issue a registration statement on Form S-4, which will serve as a prospectus and include a proxy statement for iCAD. Investors are encouraged to review future filings with the SEC that will provide critical details regarding the proposed merger and its implications.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002643

Filing Summary: RadNet, Inc. has announced its intent to acquire iCAD Inc., a company specializing in AI-powered breast health solutions, as part of its strategy to enhance early detection and diagnosis of breast cancer. According to the merger agreement, iCAD stockholders are set to receive 0.0677 shares of RadNet common stock for each share of iCAD they hold, valuing the transaction at approximately $103 million or $3.61 per iCAD share, reflecting a 98% premium over its closing price. This acquisition aims to significantly boost DeepHealth's capacity for breast cancer screening from 1.9 million to an expected 10 million mammograms annually and expand its reach across 50 countries. The deal is seen as a critical move in enhancing healthcare solutions for breast cancer detection and diagnosis, aligning both companies' resources and expertise for greater impact.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002644

Filing Summary: RadNet, Inc. (parent company of DeepHealth) has announced its intent to acquire iCAD, Inc., a company specializing in AI-powered breast cancer imaging solutions. This acquisition aims to enhance early detection and diagnosis of breast cancer, integrating iCAD's ProFound Breast Health Suite with DeepHealth's SmartMammo™ solution. The transaction is expected to increase DeepHealth's ability to provide over 10 million mammograms annually. A Form S-4 registration statement will be filed with the SEC, which will include details on the merger along with a proxy statement for iCAD's stockholders. The document emphasizes that this communication does not constitute an offer to sell securities and outlines the forward-looking statements regarding the transaction's anticipated benefits, potential risks, and uncertainties associated with the merger.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002645

Filing Summary: RadNet, Inc. has announced an intention to acquire iCAD, Inc. This filing details a media roundtable invitation regarding the acquisition, highlighting the event scheduled on the same day, focusing on advancing AI-powered early detection and diagnosis of breast cancer. Key executives from both companies will speak about the acquisition and its implications for their mission in breast health. Important information relating to the proposed transaction is mentioned, indicating that RadNet will file a registration statement with the SEC, including a prospectus and proxy statement for iCAD's stockholders, which will outline essential details about the merger and facilitate stakeholder engagement. The document advises investors to read these materials thoroughly once available, as they will provide significant insights into the transaction and its potential benefits. Furthermore, risks related to the transaction are discussed, encompassing dependencies on stockholder approvals, regulatory conditions, integration success, and potential litigation, as well as the expected impact of the merger on both companies' operations and financial outcomes.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002646

Filing Summary: RadNet, Inc. has entered into a definitive agreement to acquire iCAD, Inc. The transaction is expected to close in the second or third quarter of 2025, contingent upon iCAD stockholder approval and other customary conditions. The acquisition aims to enhance RadNet's capabilities in AI-powered breast cancer detection and is seen as a significant step in DeepHealth’s mission. The partnership will not alter the product roadmap, commercial strategy or operations until the closing and integration phases are completed. Additionally, the acquisition will expand DeepHealth's reach to over 1,500 healthcare provider locations globally and intends to accelerate the adoption of AI in healthcare. RadNet aims to strengthen its leadership in this field by integrating iCAD’s ProFound Breast Health Suite with DeepHealth’s existing solutions. Investors are advised to read proxy statements related to the transaction, which will be filed with the SEC, for crucial information about the proposed merger.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002647

Filing Summary: RadNet, Inc. has entered into a definitive agreement to acquire iCAD, Inc., a leader in AI-driven breast health solutions. This acquisition, expected to close in the second or third quarter of 2025, is contingent upon approval from iCAD stockholders and other standard closing conditions. The deal aims to enhance diagnostic AI capabilities and risk assessment tools. Until completion and subsequent integration, no changes will be made to the product roadmap or operations, ensuring continuity of service for the SmartMammo™ product. RadNet plans to file a registration statement on Form S-4 with the SEC, which will include a proxy statement for iCAD's stockholders, containing critical information about the transaction. This communication is not a solicitation or offer to buy or sell securities and does not substitute for formal SEC filings. It warns of risks associated with the transaction, including regulatory approvals and integration challenges.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002648

Filing Summary: RadNet, Inc. has entered into a definitive agreement to acquire iCAD, Inc. The acquisition is expected to close in the second or third quarter of 2025, pending stockholder approval and customary closing conditions. Both companies' boards of directors have unanimously approved the agreement. The acquisition aims to enhance RadNet's capabilities in AI and imaging, allowing for greater access to breast health solutions and expanding its global reach. This combination will integrate iCAD's ProFound Breast Health Suite with RadNet's SmartMammo™ platform to improve detection and diagnostic accuracy in cancer care. The document illustrates a commitment to maintaining existing operations and partnership support during the transition phase and discusses potential challenges and forward-looking statements regarding the integration and future performance resulting from the merger.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119380525000484

Filing Summary: On April 15, 2025, iCAD, Inc. entered into a Merger Agreement with RadNet, Inc. and Trio Merger Sub, Inc. Under the terms of the agreement, Merger Sub will merge with iCAD, making iCAD a wholly owned subsidiary of RadNet. Each share of iCAD Common Stock will be converted into the right to receive 0.0677 shares of RadNet Common Stock and possibly cash for fractional shares. The completion of the merger is contingent upon various closing conditions, including shareholder approval and regulatory approvals. The iCAD Board has unanimously approved the merger and recommends its adoption to stockholders. Additionally, certain iCAD executives are eligible for retention bonuses upon closing. The document also includes details about voting agreements with iCAD's directors, and the announcement of the merger was jointly issued by both companies. The Merger Agreement details terms surrounding termination rights and other customary provisions.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119380525000489

Filing Summary: On April 15, 2025, iCAD, Inc. announced its acquisition by RadNet, Inc., marking a strategic alignment aimed at enhancing breast health technology through combined resources. The all-stock transaction will allow iCAD shareholders to receive 0.0677 shares of RadNet for each share of iCAD they hold, representing a significant premium estimated at 98% based on prior closing prices. The merger, valued at approximately $103 million, is projected to close in the second or third quarter of 2025, contingent upon shareholder approval and customary closing conditions. The acquisition aims to integrate iCAD’s cancer detection tools, particularly the ProFound Breast Health Suite, with RadNet’s DeepHealth subsidiary’s SmartMammo™ solutions, enhancing the overall offering and scalability in AI-assisted breast screening across over 50 countries. Until full integration is achieved, both companies will continue operations independently, ensuring current customers receive uninterrupted service and support. The acquisition is expected to improve workflow efficiency, cancer detection capabilities, and overall clinical outcomes for patients. Integration details and impact on workforce will be communicated post-closing, with commitments to R&D investments to accelerate development of combined AI-driven health solutions.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119380525000491

Filing Summary: On April 15, 2025, iCAD, Inc. filed a communication regarding a proposed merger with RadNet, Inc. The document outlines that RadNet intends to file a registration statement on Form S-4 that will act as a prospectus and proxy statement concerning the merger. This communication clarifies that it does not constitute an offer or solicitation for securities and emphasizes the need for proper registration under applicable securities laws. Investors are alerted to carefully read the future proxy statement/prospectus filings which will include critical information about both companies and the merger implications. Additionally, it highlights the involvement of both companies' directors and executive officers in the proxy solicitation process, and provides various contact details for obtaining further information and documents related to the merger.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119380525000493

Filing Summary: iCAD, Inc. filed a communication pursuant to Rule 425 regarding a proposed merger with RadNet, Inc. The document outlines that RadNet intends to file a registration statement on Form S-4 with the SEC, which will include a prospectus and a proxy statement for iCAD. Upon the registration statement being declared effective, iCAD will distribute this document to its stockholders, containing significant information about both companies and the proposed merger. The communication also specifies that it does not constitute an offer or solicitation, and participants in the solicitation of proxies will include directors and executive officers from both companies. Investors are advised to carefully review the proxy statement/prospectus when available, as it will provide valuable details about the transaction and related matters.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002597

Filing Summary: RadNet, Inc. has announced its intent to acquire iCAD Inc., with the transaction expected to close in the second or third quarter of 2025. The acquisition aims to enhance breast health by utilizing AI and imaging technologies to address challenges in breast screening and other high-volume care settings. It will create a portfolio that includes diagnostic AI and integrated tools for risk assessment and reporting. The completion of the acquisition is pending approval from iCAD stockholders and other customary conditions. No further details on product strategy or operations will be shared until the deal is closed and initial integration is achieved. RadNet's commitment to supporting existing services from DeepHealth remains a priority during this transition. Communication regarding the proposed merger will include a registration statement on Form S-4 that will encompass a proxy statement for iCAD.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002599

Filing Summary: RadNet, Inc. announced the signing of an agreement to acquire iCAD, Inc., marking a significant milestone for both companies. This acquisition is aimed at enhancing the operations and stakeholder engagement strategies. A Communications Toolkit was provided to ensure alignment in messaging for internal and external stakeholders. Confidentiality requirements were emphasized around the information not publicly available. The announcement includes a commitment to adhere to the guidelines of the Securities and Exchange Commission (SEC) as they prepare documentation for stockholder engagement related to the merger. Further details will be outlined in a proxy statement/prospectus expected to be filed with the SEC, and investors are encouraged to review all related documents upon availability.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002601

Filing Summary: RadNet, Inc. announced a significant milestone in its mission to enhance AI and imaging technology in breast cancer care by signing an agreement to acquire iCAD, a global leader in AI-powered breast health solutions. This acquisition aims to enhance RadNet's capabilities and expand its reach globally, particularly accessing over 1,500 healthcare provider locations and conducting over 8 million mammograms annually across 50 countries. The merger is designed to unite complementary AI-driven cancer detection and workflow solutions, improving the accuracy and early detection of breast cancer. The ProFound Breast Health Suite by iCAD, equipped with AI-driven capabilities, along with RadNet’s SmartMammo™ solution, is expected to improve diagnostic workflows and accuracy. The transaction is anticipated to close in the second or third quarter of 2025, pending approvals from iCAD’s stockholders and other customary closing conditions. Until the deal closes, the product roadmap and commercial strategies remain unchanged. Communications on the next steps of the acquisition will be provided to ensure clarity, including guidance for DeepHealth teams and management regarding customer interactions.

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000168316825002603

Filing Summary: RadNet, Inc. is proposing to acquire iCAD, Inc. in an all-stock transaction valued at approximately $103 million, representing a 98% premium to iCAD's stock price prior to the announcement. The transaction aims to enhance RadNet’s DeepHealth technology portfolio, particularly in AI-powered breast screening solutions. The merger is poised to provide access to a broader suite of AI tools for existing customers of both companies, with integration plans for iCAD's products into DeepHealth's offerings. Regulatory approval is required, with the deal expected to close in Q2 or Q3 of 2025. The acquisition aims to expand market share and operational capabilities, with anticipated financial synergies including over $7 million in cost savings. iCAD stockholders will receive 0.0677 shares of RadNet common stock for each share they hold.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119380525000483

Filing Summary: On April 15, 2025, iCAD, Inc. entered into an Agreement and Plan of Merger with RadNet, Inc. and Trio Merger Sub, Inc. Merger Sub will merge with and into iCAD, with iCAD surviving and becoming a wholly owned subsidiary of RadNet. Each outstanding share of iCAD Common Stock will be converted into the right to receive 0.0677 shares of RadNet Common Stock, and cash in lieu for fractional shares. The Merger is subject to conditions including approval by iCAD stockholders and regulatory compliance. Both companies' boards of directors have approved the agreement. iCAD has agreed to provide retention bonuses to certain employees upon the closure of the Merger. A joint press release announcing the agreement was issued on the same date.