iCAD, Inc. (Nasdaq: ICAD), an industry-leading provider of advanced image analysis, workflow solutions and radiation therapy for the early identification and treatment of cancer, today announced the effectiveness of a one-for-five reverse stock split of its common stock. The reverse stock split was approved by its shareholders at the Annual Shareholder meeting of the Company held on May 22, 2012. The Company's Board of Directors was authorized to proceed with an amendment to the Company's Certificate of Incorporation to effect a reverse stock split and determine the ratio of the split within a range of not less than 1-for-2 or greater than 1-for-6. The Board of Directors has determined to fix the ratio for the reverse stock split at 1-for-5.
The reverse stock split is intended to increase the per share trading price of the Company’s common shares to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. As a result of the reverse stock split, every five common shares issued and outstanding prior to the opening of trading on August 16, 2012 will be consolidated into one issued and outstanding share. No fractional common shares will be issued as a result of the reverse stock split and any fractional shares will be paid in cash to the shareholder in lieu of such fractional share.
Trading of the Company’s common shares on the NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the market on Thursday, August 16, 2012, under new CUSIP number 44934S 206. Immediately subsequent to the reverse stock split, there will be approximately 11.0 million of the Company’s common shares issued and 10.8 million of the Company’s common shares outstanding.
The Company has retained its transfer agent, Continental Stock Transfer & Trust Company, LLC (“CST”), to act as its exchange agent for the reverse split. CST will provide shareholders of record as of the effective date a letter of transmittal providing instructions for the exchange of their certificates. Shareholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.
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