UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): November 26, 2003



                                   iCAD, INC.
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             (Exact name of Registrant as specified in its charter)


            DELAWARE                  1-9341               02-0377419
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(State or other jurisdiction        (Commission         (I.R.S. Employer
      of incorporation)             File Number)       Identification No.)



4 Townsend West, Suite 17, Nashua, New Hampshire                03063
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    (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (603) 882-5200
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(Former name or former address, if changed since last report)







Item 5.   Other Events and Regulation FD Disclosure


         On November 24, 2003 iCAD, Inc. (the  "Company") sold 1,260,000  shares
of its common stock for $5.00 per share in a private  placement to institutional
investors.  The Company  also  issued to such  investors  additional  investment
rights to purchase up to an  additional  315,000  shares of its common  stock at
$5.00 per share. These additional investment rights are exercisable  immediately
after the closing date of the private  placement and expire thirty  trading days
after the date the registration  statement  referred to below becomes effective.
The net proceeds to the Company for the 1,260,000 shares sold were approximately
$5.9 million.  Ladenburg  Thalmann & Co. Inc.  served as placement agent for the
transaction for which it received compensation, including a five-year warrant to
purchase 67,200 shares of Company's common stock at $5.00 per share.


         Under a securities  purchase  agreement  dated  November 24, 2003,  the
Company agreed to register for resale the shares of its common stock sold in the
private  placement  and the shares  issuable  upon  exercise  of the  additional
investment rights. Pursuant to that agreement,  the Company intends to file with
the Securities and Exchange Commission a registration  statement to register for
resale those shares.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a) - (b) Not Applicable

         (c)    Exhibits.

                  99.1     Securities Purchase Agreement dated November 24, 2003
                           among the Company and the purchasers named therein

                  99.2     Form of Additional Investment Right



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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.


                                    iCAD, INC.
                                    (Registrant)


                                    By:/s/ Annette L. Heroux
                                       -------------------------------------
                                       Annette L. Heroux
                                       Chief Financial Officer and Controller


Date: November 25, 2003



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                                  EXHIBIT INDEX

         99.1     Securities  Purchase  Agreement  dated November 24, 2003 among
                  the Company and the purchasers named therein

         99.2     Form of Additional Investment Right



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