Form 8-K ICAD INC For: Sep 19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 19, 2016

 

 

iCAD, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Delaware		1-9341		02-0377419
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

98 Spit Brook Road, Suite 100, Nashua, New Hampshire		03062
(Address of Principal Executive Offices)		(Zip Code)

(603) 882-5200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01 Entry into a Material Definitive Agreement.

Lease Amendment

On September 19, 2016, iCAD, Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to Lease dated June 29, 2012 between The Irvine Company LLC (the “Landlord”) and the Company. The Amendment amends the lease agreement for the Company’s San Jose, California space to, among other things:

 

•

Provide for an extension of the lease term to March 31, 2020;

 

•

Amend the monthly basic rent for the remainder of the new lease term, providing for monthly basic rent for the period of October 1, 2017 to September 30, 2018 of $45,049.00, monthly basic rent for the period of October 1, 2018 to September 30, 2019 of $46,510.00 and monthly basic rent for the period of October 1, 2019 to March 31, 2020 of $47,728.00; and

 

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Provide for recognition of specified parties as brokers who negotiated the Amendment, specifying that Landlord is responsible for the payment of brokerage commissions to such brokers pursuant to separate agreements with such brokers.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of such Amendment, which is filed as Exhibit 10.1 to this report and incorporated into this report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
10.1		First Amendment to Lease dated as of September 19, 2016 between The Irvine Company LLC and iCAD, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: September 21, 2016

Exhibit 10.1

FIRST AMENDMENT TO LEASE

I. PARTIES AND DATE.

This First Amendment to Lease (the “Amendment”) dated September 19, 2016, is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, (“Landlord”), and ICAD, INC., a Delaware corporation (“Tenant”).

II. RECITALS.

On June 29, 2012, Landlord and Tenant entered into a lease (“Lease”) for space in a building located at 101 Nicholson Lane, Suite 100, San Jose, California (“Premises”).

Landlord and Tenant each desire to modify the Lease to extend the Lease Term, to adjust the Basic Rent and to make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III. MODIFICATIONS.

A. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

1. Item 5 is hereby deleted in its entirety and substituted therefor shall be the following:

“5. Lease Term: The Term of the Lease shall expire on March 31, 2020”

2. Item 6 is hereby amended by adding the following:

 

Months of Term or Period		Monthly Rate Per Rentable Square Foot				Monthly Basic Rent (rounded to the nearest dollar)
October 1, 2017 to September 30, 2018		$	1.85			$	45,049.00
October 1, 2018 to September 30, 2019		$	1.91			$	46,510.00
October 1, 2019 to Expiration Date		$	1.96			$	47,728.00

B. Brokers. Article 18 of the Lease is amended to provide that the parties recognize the following parties as the brokers who negotiated this Amendment, and agree that Landlord shall be responsible for payment of brokerage commissions to such brokers pursuant to its separate agreements with such brokers: Irvine Realty Company and CBRE, Inc. (collectively, “Landlord’s Broker”) is the agent of Landlord exclusively and Newmark Cornish & Carey (“Tenant’s Broker”) is the agent of Tenant exclusively. By the execution of this Amendment, each of Landlord and Tenant hereby acknowledge and confirm (a) receipt of a copy of a Disclosure Regarding Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16, and (b) the agency relationships specified herein, which acknowledgement and confirmation is expressly made for the benefit of Tenant’s Broker. If there is no Tenant’s Broker so identified herein, then such acknowledgement and confirmation is expressly made for the benefit of Landlord’s Broker. By the execution of this Amendment, Landlord and Tenant are executing the confirmation of the agency relationships set forth herein. The warranty and indemnity provisions of Article 18 of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

C. Acceptance of Premises. Tenant acknowledges that the lease of the Premises pursuant to this Amendment shall be on an “as-is” basis without further obligation on Landlord’s part as to improvements whatsoever.

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IV. GENERAL.

A. Effect of Amendments. The Lease shall remain in full force and effect and unmodified except to the extent that it is modified by this Amendment.

B. Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

C. Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

D. Corporate and Partnership Authority. If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

E. Counterparts; Digital Signatures. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other e-signature) of this Amendment, if applicable, reflecting the execution of one or both of the parties, as a true and correct original.

F. Certified Access Specialist. As of the date of this Amendment, there has been no inspection of the Building and Project by a Certified Access Specialist as referenced in Section 1938 of the California Civil Code.

V. EXECUTION.

Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.

 

LANDLORD:						TENANT:
THE IRVINE COMPANY LLC, a Delaware limited liability company						ICAD, INC., a Delaware corporation
By:		/s/ Steven M. Case				By:		/s/ Kenneth M. Ferry
		Steven M. Case				Printed Name: Kenneth M. Ferry
		EVP Office Properties				Title:		CEO
By:		/s/ George I. Meyer
		George I. Meyer Vice President Office Properties

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