Page 9 of 12 – SEC Filing
| CUSIP No. | 44934S206 |
| Item 1. | Security and Issuer. |
The name of the issuer is iCAD, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is: 98 Spit Brook Road, Suite 100, Nashua, New Hampshire, United States of America. This Schedule 13D relates to the Issuer’s common stock, $0.01 par value (the “Shares”).
| Item 2. | Identity and Background. |
| (a), (f) | This Schedule 13D is being filed jointly by (i) Harbert Discovery Fund, LP, a Delaware limited partnership (the “Fund”), (ii) Harbert Discovery Fund GP, LLC, a Delaware limited liability company (the “Fund GP”), (iii) Harbert Fund Advisors, Inc., an Alabama corporation (“HFA”), (iv) Harbert Management Corporation, an Alabama corporation (“HMC”), (v) Jack Bryant, a United States citizen, (vi) Kenan Lucas, a United States citizen and (vii) Raymond Harbert, a United States citizen (collectively the “Reporting Persons”). |
| (b) | The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203. |
| (c) | Jack Bryant and Kenan Lucas, are directors and co-portfolio managers of the Fund GP, which serves as general partner of the Fund. Raymond Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm that is the managing member of the Fund GP. Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC, which provides the Fund with certain operational and administrative services. The principal business of the Fund is purchasing, holding and selling securities for investment purposes. |
| (d) | None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Prior to March 2009, HMC was affiliated with the Harbinger Capital Partners Funds (“Harbinger”) managed by Philip Falcone. On June 27, 2012, the Securities and Exchange Commission (the “SEC”) filed civil fraud charges against Mr. Falcone and Harbinger related to, among other things, their trading in the bonds of a small company known as MAAX Holdings in 2006-2008 that the SEC alleges to have been “manipulative” in violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The SEC also sought to hold HMC derivatively liable as a “control person” under Section 20(A) of the Exchange Act. Section 20(A) is a derivative liability provision that does not prohibit any specified conduct and cannot be independently violated by one’s own conduct, but imposes joint and several liability on certain persons who control another to the extent that such “controlled person” is independently liable for its own violations of the securities laws. Except as set forth in this Item 2(e) none of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
The funds for the purchase of the Shares by the Fund came from the working capital of the Fund, over which HFA, HMC, the Fund GP, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. The total costs of the Shares directly owned by Harbert Discovery Fund, LP is approximately $4,051,114.81.
| Item 4. | Purpose of Transaction. |
No change from the Schedule 13D filed with the Securities and Exchange Commission on November 7, 2016.
| Item 5. | Interest in Securities of the Issuer. |
| (a) – (e) | As of the date hereof, HFA, HMC, the Fund GP, the Fund, Jack Bryant, Kenan Lucas and Raymond Harbert may be deemed to be the beneficial owners of 994,998 Shares, constituting 6.1% of the Shares, based upon 16,374,930* shares outstanding as of the date hereof. |
HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 994,998 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 994,998 Shares.
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.
*This outstanding Shares figure reflects the number of outstanding Shares at May 10, 2017, as reported in the Issuer’s Form 10-Q, filed on May 11, 2017.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Not Applicable.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement.
Exhibit B: Schedule of Transactions in Shares.
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