Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-229452

PROSPECTUS

3,366,307 Shares

Common Stock

This prospectus relates to 3,366,307 shares of our common stock which may be sold from time to time by the selling stockholders, including their transferees, pledgees or donees or their successors. The shares being sold hereunder are issuable by us upon conversion of those certain 5% convertible debentures issued by us in a private placement in December 2018 (the “Debentures”). We will not receive any proceeds from these sales.

The shares are being registered to permit the selling stockholders to sell the shares from time to time in the public market. The stockholders may sell the common stock through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section “Plan of Distribution” beginning on page 13. We cannot assure you that the selling stockholders will sell all or any portion of the common stock offered under this prospectus. Our common stock is quoted on the Nasdaq Capital Market under the symbol “ICAD.” On January 29, 2019, the last reported sale price for the common stock on the Nasdaq Capital Market was $5.58 per share.

Our corporate offices are located at 98 Spit Brook Road, Suite 100, Nashua, NH 03062. Our telephone number at that location is (603) 882-5200.

Investment in the securities involves risks. See “Risk Factors” beginning on page 4 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is February 14, 2019.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, and the information incorporated by reference into this prospectus, before making an investment decision.

Overview

iCAD delivers innovative cancer detection and radiation therapy solutions and services that enable clinicians to find and treat cancers earlier and while enhancing patient care. iCAD offers a comprehensive range of upgradeable computer aided detection (CAD) and workflow solutions to support rapid and accurate detection of breast and colorectal cancers. iCAD’s Xoft^® Axxent^® Electronic Brachytherapy (eBx^®) System^®, or Xoft eBx system, is a painless, non-invasive technology that delivers high dose rate, low energy radiation, which targets cancer while minimizing exposure to surrounding healthy tissue. The Xoft System is FDA cleared and CE marked for use anywhere in the body, including treatment of non-melanoma skin cancer, early-stage breast cancer and gynecological cancers. The comprehensive iCAD technology platforms include advanced hardware and software as well as management services designed to support cancer detection and radiation therapy treatments.

iCAD has grown primarily through acquisitions including CADx, Qualia Computing, CAD Sciences, Xoft, DermEbx, Radion and VuComp. The Radion/DermEbx acquisition extended iCAD’s position as a larger player in the oncology market, including the components that enable dermatologists and radiation oncologists to develop, launch and manage their electronic brachytherapy programs for the treatment of non-melanoma skin cancer, or NMSC. The VuComp acquisition included an extensive library of related clinical data which we use for cancer detection research and patents, as well as key personnel and expanded our customer base.

In the detection segment, our industry-leading solutions include advanced image analysis and workflow solutions that enable healthcare professionals to better serve patients by identifying pathologies and pinpointing the most prevalent cancers earlier, a comprehensive range of high-performance, upgradeable CAD systems and workflow solutions for mammography, and computed tomography (CT).

iCAD intends to continue the extension of its image analysis and clinical decision support solutions for mammography and CT imaging. ICAD believes that advances in digital imaging techniques, such as 3D mammography, should bolster its efforts to develop additional commercially viable CAD/advanced image analysis and workflow products.

In the Therapy segment, iCAD offers an isotope-free cancer treatment platform technology. The Xoft eBx system can be used for the treatment of early-stage breast cancer, endometrial cancer, cervical cancer and skin cancer. We believe the Xoft eBx system platform indications represent strategic opportunities in the United States and international markets to offer differentiated treatment alternatives. In addition, the Xoft eBx system generates additional recurring revenue for the sale of consumables and related accessories.

On January 4, 2018, iCAD adopted a plan to discontinue offering radiation therapy professional services to practices that provide iCAD’s electronic brachytherapy solution for the treatment of NMSC under the subscription service model within the therapy segment. As a result, iCAD no longer offers the subscription service model to customers. iCAD continues to offer its capital sales model for both skin cancer treatment and Intraoperative radiation therapy, which provides a brachytherapy system and related source and service agreements. The discontinuance of the subscription service model reduced radiation therapy professional services delivery costs, decreased cash burn, and re-focused iCAD on the higher margin capital product and service offerings.

In May 2018, iCAD submitted Version 2.0 of its PowerLook Tomo Detection product for FDA approval.

Corporate Information

Our principal executive offices are located at 98 Spit Brook Road, Suite 100, Nashua, New Hampshire 03062. Our telephone number is (603) 882-5200 and our website address is www.icadmed.com. We have included our website address in this prospectus as an inactive textual reference only.

1

THE OFFERING

2

SUMMARY FINANCIAL INFORMATION

The summary financial information set forth below has been derived from the financial statements of iCAD, Inc., a Delaware corporation for periods presented and should be read in conjunction with the financial statements and the notes thereto incorporated by reference in this prospectus and in the information set forth in the section titled “management’s discussion and analysis of financial condition and results of operations.”

(In thousands, except for per share data)

3

RISK FACTORS

Investing in our securities involves significant risks. You should carefully consider the risk factors set forth in the documents and reports filed by us with the Securities and Exchange Commission (“SEC”) and incorporated by reference into this prospectus, as well as any risks set forth below and any risks described or incorporated by reference in any applicable prospectus supplement before deciding whether to buy our securities. Additional risks and uncertainties not presently known to us or that we believe are immaterial may also significantly impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially affected, and you could lose all or part of your investment in offered securities.

Risks Related to Our Recent Private Placement of 5% Convertible Debentures

Your investment may be significantly diluted by the conversion of our Debentures.

A substantial number of shares of our common stock are, or could, be issued upon conversion of our Debentures. Sales of substantial amounts of our shares of common stock in the public market, or the possibility of these sales, may adversely affect our stock price. As of January 29, 2019, 3,366,307 shares of our common stock were reserved for issuance upon conversion of the $6,970,000 principal amount of outstanding Debentures (including shares issuable in respect of 5% interest payable if the Debentures are held until maturity, the Make Whole Amount (as defined in the paragraph below) and shares issuable in respect of anti-dilution provisions included in the Debentures). If issued, the shares underlying our Debentures would increase the number of shares of our common stock currently outstanding and will dilute the holdings and voting rights of our then-existing stockholders.

We could be required to make substantial cash payments to our Debenture holders upon a “Forced Conversion” described below.

The Debentures allow to us to force conversion (“Forced Conversion”) of such debentures if at any time after issuance the VWAP (as defined in the Debentures) for each of any 30 consecutive Trading Days exceeds $8.00. Should we require a Forced Conversion, the terms of the Debentures require us to pay Debenture holders a “Make Whole Amount” equal to the amount of interest that, but for our exercise of our forced conversion right has accrued and not been paid and would have accrued with respect to the principal amount being converted. This could require an aggregate payment (in the most extreme scenario) of a payment equal to $1,045,500; provided, however, that for our insiders in no event shall the Make Whole Amount exceed an amount that would cause the effective conversion price of the Debenture to, after taking into account the payment of such Make Whole Amount, be less than the closing bid price of the Common Stock on the Nasdaq Capital Market immediately prior to the date of the Purchase Agreement ($3.64).

Adjustments to the conversion price for our Debentures issued to the Selling Stockholders will further dilute the ownership interests of our existing stockholders.

Our Debentures are convertible at any time after issuance, in whole or in part, at the holder’s option, into shares of common stock at a fixed conversion price equal to $4.00 per share. The fixed conversion price contains “full-ratchet” anti-dilution adjustments for future issuances of our securities; provided however that the reduced conversion price shall not be less than (A) for our insiders, the closing bid price immediately prior to the date of the Purchase Agreement, or $3.64 or (B) for all other purchasers, the greater of (1) $0.10 or (2) 20% of the closing bid price on the date prior to the execution of the Purchase Agreement ($0.728). The total amount of shares issuable in respect of anti-dilution provisions is 1,362,432 shares pursuant to the Issuable Maximum provisions under the Debentures (unless shareholder approval is obtained which would enable additional shares to be issued in excess of the Issuable Maximum, which approval has not been obtained as of the date of this prospectus).

4

Any reduction in the conversion price below the initial fixed conversion price of $4.00 will result in significant additional shares being issued upon conversion of the Debentures, including amounts converted in respect of interest or the “Make Whole Payment” in the risk factor described above, that would further dilute our existing stockholders.

All information provided herein is subject to the actual terms of the Debentures, the form of which is incorporated by reference into this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov. Our website address is https://www.icadmed.com. The information contained on or linked to our website is not part of this prospectus.

This prospectus is part of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement has been filed with the SEC and may be obtained as provided above. This prospectus omits some information contained in the registration statement or the exhibits and schedules to the registration statement in accordance with the SEC rules and regulations. For further information about us and the securities we are offering, you should review the information and exhibits in the registration statement and the additional information described under “Incorporation by Reference” below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements contained in this prospectus or any prospectus supplement about these documents are not necessarily complete and are qualified in all respects by reference to the document to which they refer. You should refer to the actual document documents for a more complete description of the relevant matters.

5

INCORPORATION BY REFERENCE

The SEC rules allow us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document. The information incorporated by reference is considered to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus conflicts, modifies or replaces that statement.

We incorporate by reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in this prospectus (other than information deemed to have been furnished or not filed in accordance with the SEC rules) prior to the termination of the offering of the securities described in this prospectus, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement:

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

iCAD, Inc.

98 Spit Brook Road, Suite 100

Nashua, New Hampshire 03062

Attention: Chief Financial Officer

(603) 882-5200

Exhibits to the filings will not be sent unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.

6

CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus that are not historical facts contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words “believe”, “demonstrate”, “intend”, “may”, “would”, “could”, “should”, “will”, “continue”, “plan”, “expect”, “estimate”, “anticipate”, “likely”, “seek” and similar expressions identify forward-looking statements. These statements are based on assumptions and assessments made by our management in light of their experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks listed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2017, or “Form 10-K,” which are incorporated by reference in this prospectus supplement and accompanying prospectus.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Forward-looking statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus present our views only as of the date of the applicable document containing such forward-looking statements. We do not assume any obligation, and do not intend to, update any forward-looking statement except as required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

USE OF PROCEEDS

The selling stockholders will receive all of the proceeds from the sale of the securities sold pursuant to this prospectus. See “Selling Stockholders” for a list of those persons and entities receiving proceeds from sales of these shares. We are registering these shares to satisfy various obligations we have to the selling stockholders.

SELLING STOCKHOLDERS

This prospectus relates to the offer and sale of 3,366,307 shares of our common stock by the selling stockholders identified below. None of the selling stockholders are or have been affiliates of ours except that (i) Michael Klein, trustee of the The Klein 1999 Family Trust is our Executive Chairman and Chief Executive Officer; (ii) Stacey Stevens is our Executive Vice President, Chief Strategy and Commercial Officer and Jonathan Go is our Chief Technology Officer; (iii) Dr. Rakesh Patel and Andrew Sassine are directors and (iv) Richard Christopher is our former Chief Financial Officer and Dr. Rachel Brem is a former director.

The following table sets forth the names of the selling stockholders, the number of shares of common stock owned beneficially by each of them as of January 29, 2019, the number of shares which may be offered pursuant to this prospectus and the number of shares and percentage of class to be owned by each selling stockholder after this offering. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” We will not receive any proceeds from the sale of the common stock by the selling stockholders. Except as otherwise described in the first paragraph above, none of the selling stockholders has held any position or office or has had any other material relationship with us or any of our affiliates within the past three years other than as a result of his or her ownership of shares of equity securities. This information is based upon information provided by the selling stockholders. Because the selling stockholders may offer all, some or none of their common stock, no definitive estimate as to the number of shares that will be held by the selling stockholders after this offering can be provided.

7

The number of shares set forth in the second column of the table represents an estimate, as of January 29, 2019, of the number of shares of common stock to be offered by the selling stockholders. The information set forth in the table assumes full conversion of the Debentures.

The information in the third column assumes the sale of shares issuable upon conversion of (i) the Debentures resulting from an interest payable on such Debentures if held until maturity and (ii) shares issuable in respect of anti-dilution provisions in the Debentures up to the Issuable Maximum provisions contained therein assuming no stockholder approval is procured to exceed such maximum (and which are not included in the selling stockholder’s beneficial ownership in the second column as of the date hereof). The aggregate additional shares based upon interest payable is 261,375 shares and is allocated amongst selling stockholders based upon their holdings of the Debentures. The aggregate additional shares in respect of anti-dilution provisions is 1,362,432 shares and is allocated among the selling stockholders as follows: (A) 16,566 shares are allocated to insiders based on a floor conversion price of $3.64 as set forth in the Debentures and (B) 1,345,866 shares are allocated to the remaining Debenture holders on a pro rata basis based on their holdings of the Debentures.

The actual number of shares of common stock issuable upon conversion of the Debentures is indeterminate, is subject to adjustment and could be materially less or more than such estimated number depending on factors which cannot be predicted by us at this time.

Pursuant to its terms, the Debentures issued are convertible to a holder only to the extent that the number of shares of common stock thereby issuable, together with the number of shares of common stock owned by the holder and its affiliates (but not including shares of common stock underlying unconverted or unexercised options, warrants or convertible securities) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. Accordingly, the number of shares of common stock set forth in the table as beneficially owned by the selling stockholder before and after the offering may exceed the number of shares of common stock that it could own beneficially at any given time as a result of its ownership of the Debentures.

Except as set forth in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. A person is considered the beneficial owner of securities that can be acquired within 60 days from the date of this prospectus through the exercise of any option, warrant or right. Shares of common stock subject to options, warrants or rights which are currently exercisable or exercisable within 60 days are considered outstanding for computing the ownership percentage of the person holding such options, warrants or rights, but are not considered outstanding for computing the ownership percentage of any other person.

8

The “Shares of Common Stock Owned after Offering” column assumes the sale of all shares offered. The “Percentage of Common Stock Owned after Offering” column is based on 17,248,000 shares of common stock outstanding as of January 29, 2019.

9

10

11

PLAN OF DISTRIBUTION

Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

12

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

13

VALIDITY OF SECURITIES

The validity of any securities offered from time to time by this prospectus and any related prospectus supplement will be passed upon for us by Dentons US LLP. If legal matters in connection with offerings made pursuant to this prospectus and any related prospectus supplement are passed upon by counsel to underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement related to such offering.

EXPERTS

The financial statements of iCAD, Inc. as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 incorporated by reference in this Prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

14