Основная статистика
| CIK | 1833498 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Spectral AI, Inc. - Equity Warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 13, 2025 |
Spectral AI Announces 2025 Second Quarter Financial Results Exhibit 99.1 Spectral AI Announces 2025 Second Quarter Financial Results Q2 Overview · Research & Development Revenue of $5.1 Million, total revenue for the first half of 2025 of $11.8 Millon · Strong Cash position of $10.5 Million · Submission of De Novo application to FDA completed in Second Quarter of 2025 DALLAS, TX – August 12, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Co |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRAL AI, INC. (Exac |
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| August 13, 2025 |
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): August 12, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| July 30, 2025 |
Form of RSU Award Agreement under Spectral AI, Inc. 2023 Long-Term Incentive Plan. Exhibit 99.3 SPECTRAL AI, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Subject to the terms and conditions of the Notice of Restricted Stock Unit Award (the “Notice”), this Restricted Stock Unit Award Agreement, including its exhibits (collectively, this “Award Agreement”), and the Plan, the individual set forth in the Notice (the “Grantee”) is granted Restricted Stock Units (“RSUs”) with respect to |
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| July 30, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Spectral AI, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par v |
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| July 30, 2025 |
Spectral AI, Inc. 2023 Long Term Incentive Plan. Exhibit 99.1 SPECTRAL AI, INC. 2023 LONG TERM INCENTIVE PLAN 1. General. The purpose of the Spectral AI, Inc. 2023 Long Term Incentive Plan (the “Plan”) is to provide a means through which Spectral AI, Inc., a Delaware corporation (the “Company”), and its Subsidiaries may attract and retain able persons as employees, directors and consultants of the Company, and its Subsidiaries, and to provide a |
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| July 30, 2025 |
As filed with the Securities and Exchange Commission on July 30, 2025 As filed with the Securities and Exchange Commission on July 30, 2025 Registration No. |
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| July 30, 2025 |
Form of Stock Option Award Agreement under Spectral AI, Inc. 2023 Long-Term Incentive Plan. Exhibit 99.2 SPECTRAL AI, INC. 2023 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (the “Notice of Grant”) by and between Spectral AI, Inc., a Delaware corporation (the “Company’’), and you: WHEREAS, the Company, in order to induce you to enter into and |
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| June 30, 2025 |
Spectral AI Announces Submission to FDA of its DeepView® System Exhibit 99.1 Spectral AI Announces Submission to FDA of its DeepView® System DALLAS, TX – June 30, 2025 (GLOBE NEWSWIRE) - Spectral AI (NASDAQ: MDAI) (“Spectral AI” or the “Company”), developer of the AI-driven DeepView® System, which received Breakthrough Device Designation from the U.S. Food and Drug Administration (“FDA”) in 2018 and uses multi-spectral imaging and artificial intelligence (“AI” |
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| June 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 30, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 3, 2025 |
Letter from KPMG LLP, dated June 2, 2025 Exhibit 16.1 KPMG LLP Suite 1400 2323 Ross Avenue Dallas, TX 75201-2721 June 2, 2025 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Spectral AI, Inc. (the Company) and, under the date of March 31, 2025, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2024 and |
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| June 3, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): May 29, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 30, 2025 |
Spectral AI Announces Appointment of Stanley Micek as Chief Operating Officer Exhibit 99.1 Spectral AI Announces Appointment of Stanley Micek as Chief Operating Officer DALLAS, TX - May 30, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced that Stanley Micek has been named the Company’s Chief Operating |
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| May 30, 2025 |
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): May 30, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 29, 2025 |
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): May 28, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 29, 2025 |
Spectral AI Announces Voting Results from 2025 Annual Meeting of Stockholders Exhibit 99.1 Spectral AI Announces Voting Results from 2025 Annual Meeting of Stockholders DALLAS, TX - May 29, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, announced results from its 2025 Annual Meeting of Stockholders held earlier tod |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRAL AI, INC. (Exa |
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| May 14, 2025 |
Spectral AI Announces 2025 First Quarter Financial Results Exhibit 99.1 Spectral AI Announces 2025 First Quarter Financial Results Q1 Overview ● Research & Development Revenue of $6.7 Million ● Improved Capital Structure Reflected in Cash of $14.1 Million ● Continued work on planned De Novo submission to the FDA in the first half of 2025 DALLAS, TX – May 13, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligen |
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| May 14, 2025 |
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): May 13, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 7, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 6, 2025 As filed with the U.S. Securities and Exchange Commission on May 6, 2025 Registration No. 333-286742 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 95-4484725 (State or other jurisdiction of incorpo |
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| May 2, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 2, 2025 As filed with the U.S. Securities and Exchange Commission on May 2, 2025 Registration No. 333-286742 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 95-4484725 (State or other jurisdiction of incorpo |
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| May 1, 2025 |
Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 May 1, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Spectral AI, Inc. Registration Statement on Form S-3 (File No. 333-286742) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectral AI, I |
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| April 25, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Spectral AI, Inc. |
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| April 25, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 24, 2025 As filed with the U.S. Securities and Exchange Commission on April 24, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 95-4484725 (State or other jurisdiction of incorporation or organization) ( |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 2, 2025 |
Exhibit 99.1 Spectral AI Announces 2024 Fourth Quarter and Full Year Financial Results 2024 Research & Development Revenue of $30 Million Successful Results from the US Burn Validation Study On Track for Regulatory Submission in US for DeepViewÔ System DALLAS, TX – March 27, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (“AI”) company focused |
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| April 2, 2025 |
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): March 26, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File N |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40058 SPECTRAL AI, IN |
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| March 31, 2025 |
List of Subsidiaries of the Registrant as of December 31, 2024. Exhibit 21 Spectral AI Annual Report on Form 10-K For Fiscal Year Ended December 31, 2024 Subsidiaries of Spectral AI Inc. The following are the only subsidiaries of Spectral AI, Inc.: Name of Subsidiary Jurisdiction of Incorporation or Organization Spectral MD, Inc. Delaware Spectral MD Holdings LLC Delaware Spectral MD UK Limited United Kingdom Spectral Deepview Limited Ireland |
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| March 26, 2025 |
Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OPI |
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| March 26, 2025 |
Exhibit 10.6 SUPPLEMENT to the Loan and Security Agreement dated as of March 21, 2025 among SPECTRAL AI, INC., a Delaware corporation (“Company”) SPECTRAL MD HOLDINGS LLC, a Delaware limited liability company, (“Spectral Holdings”) SPECTRAL MD, INC., a Delaware corporation, (“Spectral MD” together with Company, Spectral Holdings and each Additional Borrower, individually and collectively, “Borrowe |
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| March 26, 2025 |
Exhibit 10.3 SP Angel Corporate Finance LLP Prince Frederick House 35 - 39 Maddox Street London W1S 2PP T: +44 20 3470 0470 F: +44 20 7493 0250 www.spangel.co.uk The Directors Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, TX 75201 United States of America For the attention of: Vincent Capone, Chief Financial Officer and General Counsel 26 February 2025 CONFIDENTIAL Dear Directors, 1. |
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| March 26, 2025 |
Exhibit 10.4 March 21, 2025 PLACEMENT AGENCY AGREEMENT Spectral AI, Inc. 2515 McKinney Ave, Suite 1000 Dallas, TX 75201 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Spectral AI, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,500,000 of registered and unregistered securities of the Company, including, but not limi |
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| March 26, 2025 |
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): March 21, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File N |
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| March 26, 2025 |
Exhibit 10.5 LOAN AND SECURITY AGREEMENT Dated as of March 21, 2025 among SPECTRAL AI, INC., a Delaware corporation, (“Company”) SPECTRAL MD HOLDINGS LLC, a Delaware limited liability company, (“Spectral Holdings”) SPECTRAL MD, INC., a Delaware corporation, (“Spectral MD”) and AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Avenue 2”), as administrative agent and colla |
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| March 26, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is dated as of March 21, 2025 (“Closing Date”), by and between Spectral AI, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit |
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| March 26, 2025 |
AI Artificial Intelligence Medical devices healthcare Medtech Exhibit 99.1 Spectral AI Raises up to $15 Million of Debt Financing and Strengthens Financial Position for U.S. Commercialization Your publication date and time will appear here. | Source: Spectral AI, Inc. Share DALLAS, March 24, 2025 (GLOBE NEWSWIRE) - Spectral AI, Inc. (NASDAQ: MDAI) (“Spectral AI” or the “Company”), a leading developer of the AI-driven DeepView® System, which uses multi-spectr |
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| March 26, 2025 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is dated as of March 21, 2025 (“Closing Date”), by and between Spectral AI, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit |
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| March 26, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, |
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| March 21, 2025 |
2,076,923 shares Spectral AI, Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282681 PROSPECTUS SUPPLEMENT (To Prospectus dated October 31, 2024) 2,076,923 shares Spectral AI, Inc. Common Stock We are offering in a registered direct offering to certain investors (the “Investors”) 2,076,923 shares (the “Shares”) of our common stock, $0.0001 par value per share (our “Common Stock”), at an offering price of $1.30 per Share. |
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| March 17, 2025 |
Exhibit 99.1 Spectral AI Announces Successful Results from its Burn Validation Study of the DeepView System ● DeepView® System outperforms burn physicians in identifying non-healing tissue ● Landmark Burn Validation Study, one of the largest in U.S. history, confirms DeepView’s performance ● Spectral AI plans FDA submission by mid-2025, targeting De Novo Clearance and rapid commercialization to tr |
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| March 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 17, 2025 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File N |
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| March 4, 2025 |
Form of Securities Purchase Agreement, dated December 6, 2024. Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is dated as of December 6, 2024, between Spectral AI, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this |
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| March 4, 2025 |
Form of Securities Purchase Agreement, dated November 18, 2024. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made and entered into as of November 18, 2024, by and between Spectral AI, Inc., a Delaware corporation (the “Company”), and Liqueous LP, a Delaware limited partnership, with offices at 19790 W Dixie Hwy #1201, Aventura, FL 33180 (the “Purchaser”). The Purchaser and the Company, each a “Party” and c |
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| March 4, 2025 |
Form of Securities Purchase Agreement, dated November 18, 2024. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made and entered into as of November 18, 2024, by and between Spectral AI, Inc., a Delaware corporation (the “Company”), and Liqueous LP, a Delaware limited partnership, with offices at 19790 W Dixie Hwy #1201, Aventura, FL 33180 (the “Purchaser”). The Purchaser and the Company, each a “Party” and c |
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| March 4, 2025 |
Exhibit 10.2 SP Angel Corporate Finance LLP Prince Frederick House 35 - 39 Maddox Street London W1S 2PP T: +44 20 3470 0470 F: +44 20 7493 0250 www.spangel.co.uk The Directors Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, TX 75201 United States of America For the attention of: Vince Capone, Chief Financial Officer and General Counsel 8 November 2024 CONFIDENTIAL Dear Directors, 1. Pur |
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| March 4, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, |
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| March 4, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 18, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 4, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 12, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 4, 2025 |
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): December 11, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 23, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 23, 2024 |
Spectral AI Announces Confirmation of Compliance of its Nasdaq Listing Requirements Exhibit 99.1 Spectral AI Announces Confirmation of Compliance of its Nasdaq Listing Requirements DALLAS, Dec. 23, 2024 (GLOBE NEWSWIRE) - Spectral AI (NASDAQ: MDAI) (“Spectral AI” or the “Company”), developer of the AI-driven DeepView® System, which received Breakthrough Device Designation from the U.S.FDA in 2018, that uses multi-spectral imaging and algorithms to predict burn healing potential, |
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| December 12, 2024 |
500,000 shares Spectral AI, Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282681 PROSPECTUS SUPPLEMENT (To Prospectus dated October 31, 2024) 500,000 shares Spectral AI, Inc. Common Stock We are offering in a registered direct offering to a certain investor (the “Investor”) 500,000 shares (the “Shares”) of our common stock, $0.0001 par value per share (our “Common Stock”), at an offering price of $1.80 per Share. The |
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| December 11, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): December 5, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| December 9, 2024 |
270,900 shares Spectral AI, Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282681 PROSPECTUS SUPPLEMENT (To Prospectus dated October 31, 2024) 270,900 shares Spectral AI, Inc. Common Stock We are offering in a registered direct offering to certain existing investors in the United Kingdom (the “Investors”) 270,900 shares (the “Shares”) of our common stock, $0.0001 par value per share (our “Common Stock”), at an offerin |
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| December 4, 2024 |
SPECTRAL AI, INC. UP TO 1,000,000 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration No. 333-283369 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 2, 2024) SPECTRAL AI, INC. UP TO 1,000,000 SHARES OF COMMON STOCK This prospectus supplement is being filed solely to update the information contained in the table in the “Selling Securityholders” section of the prospectus dated December 2, 2024 (the “Prospectus”) to reflect certa |
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| November 27, 2024 |
Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 November 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Spectral AI, Inc. Registration Statement on Form S-3 (File No. 333-283369) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectral |
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| November 21, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Spectral AI, Inc. |
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| November 21, 2024 |
Amendment to Spectral IP, Inc. Promissory Note, dated October 1, 2024 Exhibit 4.3 Amendment To Promissory Note This Amendment (this “Amendment”) shall be effective as of October 1, 2024, by and between Spectral IP, Inc. a Delaware corporation (the “Company”), Spectral AI, Inc., a Delaware corporation (the “Parent” or “Guarantor”) and IP Protocol, LLC, a Wyoming limited liability company (“Assignee”) as assignee of that certain Promissory Note dated as of March 18, 2 |
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| November 21, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 20, 2024 As filed with the U.S. Securities and Exchange Commission on November 20, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 95-4484725 (State or other jurisdiction of incorporation or organization |
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| November 21, 2024 |
Spectral IP, Inc. Promissory Note and Spectral AI guarantee, dated March 19, 2024 Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH NOTE WHICH IS EFFECTIVE UNDER SUCH ACT, (B) RULE 144 UNDER SUCH ACT, OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH |
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| November 18, 2024 |
1,645,000 shares Spectral AI, Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282681 PROSPECTUS SUPPLEMENT (To Prospectus dated October 31, 2024) 1,645,000 shares Spectral AI, Inc. Common Stock We are offering in a registered direct offering to a certain investor (the “Investor”) 920,000shares (the “Shares”) of our common stock, $0.0001 par value per share (our “Common Stock”), at an offering price of $1.38 per Share and |
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| November 14, 2024 |
MDAI / Spectral AI, Inc. / Octopus Investments Ltd. - SC 13G/A Passive Investment SC 13G/A 1 d796843dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Spectral AI, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 84757T105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRAL AI, INC. |
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| October 29, 2024 |
Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 October 29, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Spectral AI, Inc. Registration Statement on Form S-3 (File No. 333-282681) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectral |
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| October 16, 2024 |
As filed with the U.S. Securities and Exchange Commission on October 16, 2024 As filed with the U.S. Securities and Exchange Commission on October 16, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 95-4484725 (State or other jurisdiction of incorporation or organization) |
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| October 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Spectral AI, Inc. |
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| October 15, 2024 |
Exhibit 99.1 Spectral AI, Inc. Announces Return of Founder Dr. J. Michael DiMaio as Chairman of the Board of Directors DALLAS, October 14, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced that the Company's Founder, Dr. J. M |
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| October 15, 2024 |
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): October 14, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2024 |
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): August 13, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2024 |
Exhibit 99.1 Predictive Wound Healing AI + Multispectral Imaging = Faster, More Accurate Treatment Decisions in Healthcare N a s d a q: M D A I | A u g u s t 2 0 2 4 A I - D r i v e n w o u n d assessment technology designed to deliver value across the healthcare continuum 17.6 Million shares outstanding August 9, 2024 S u pp o r t e d b y $ 2 5 0 M + non - dilutive government funding C l e a r r |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRAL AI, INC. (Exac |
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| July 15, 2024 |
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): July 15, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 15, 2024 |
Spectral AI Continues Support of Naked Short Selling Inquiry Exhibit 99.1 Spectral AI Continues Support of Naked Short Selling Inquiry DALLAS, TX - July 15, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today provided an update on its ongoing initiatives to expose what it believes is potential mar |
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| July 15, 2024 |
Exhibit 99.2 July 15, 2024 VIA EMAIL Ms. Adena T. Friedman Chair and Chief Executive Officer Nasdaq, Inc. 151 West 42nd Street 28th Floor New York, NY 10036 Re: MDAI – Naked Shorting – Stock Manipulation on the Nasdaq Stock Exchange Dear Ms. Friedman: On June 24, 2024, Vincent S. Capone, the CFO and General Counsel of Spectral AI, Inc. (MDAI), sent you a letter requesting your attention to the bla |
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| June 24, 2024 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits 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): June 24, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 24, 2024 |
Re: Stock Manipulation on the Nasdaq Stock Exchange Exhibit 99.5 June 24, 2024 VIA EMAIL Ms. Adena T. Friedman Chair and Chief Executive Officer Nasdaq, Inc. 151 West 42nd Street 28th Floor New York, NY 10036 Re: Stock Manipulation on the Nasdaq Stock Exchange Dear Ms. Friedman: I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the “Company”), which |
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| June 24, 2024 |
Re: Stock Manipulation Harming Florida and Its Citizens and Institutions Exhibit 99.2 June 24, 2024 VIA EMAIL The Honorable Ashley Moody Attorney General State of Florida PL-01, The Capitol Tallahassee, FL 32399-1050 Re: Stock Manipulation Harming Florida and Its Citizens and Institutions Dear Attorney General Moody: I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the |
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| June 24, 2024 |
Re: Stock Manipulation Harming Louisiana and Its Citizens and Institutions Exhibit 99.4 June 24, 2024 VIA EMAIL Commissioner P. Scott Jolly Office of Financial Institutions State of Louisiana 8660 United Plaza Boulevard, 2nd Floor Baton Rouge, LA 70809-7024 Re: Stock Manipulation Harming Louisiana and Its Citizens and Institutions Dear Commissioner Jolly: I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spe |
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| June 24, 2024 |
Re: Stock Manipulation Harming Texas and Its Citizens and Institutions Exhibit 99.3 June 24, 2024 VIA EMAIL Mr. E. Wally Kinney Texas State Securities Board Enforcement Division 208 East 10th Street, 5th Floor Austin, TX 78701 Re: Stock Manipulation Harming Texas and Its Citizens and Institutions Dear Mr. Kinney: I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the “C |
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| June 24, 2024 |
Spectral AI Supports Naked Short Selling Inquiry Exhibit 99.1 Spectral AI Supports Naked Short Selling Inquiry DALLAS, TX - June 24, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced that it has provided support to Nasdaq and the state securities authorities in Florida, Lou |
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| June 5, 2024 |
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): June 3, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 16, 2024 |
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): May 14, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRALAI, INC. (Exac |
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| April 23, 2024 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) To Prospectus dated January 2, 2024 Registration No. |
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| April 23, 2024 |
Primary Offering of Up to 4,050,000 Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) To Prospectus dated February 1, 2024 Registration No. |
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| April 19, 2024 |
MDAI / Spectral AI, Inc. / HIRSCH LAURENCE E - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea0204316-13ga1hirspe.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Spectral AI, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (“Common Stock”) (Title of Class of Securities) 84757T105 (CUSIP Number) March 27, 2024 (Date of Event Which |
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| April 19, 2024 |
Spectral AI, Inc. 6,369,937 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278610 Spectral AI, Inc. 6,369,937 Shares of Common Stock This prospectus relates to the resale of up to 6,369,937 shares of our common stock, par value $0.0001 per share (the “Common Stock”) of Spectral AI, Inc. (the “Company”), by YA II PN, LTD, (“Yorkville” or the “Selling Stockholder”). The shares of Common Stock to which this pr |
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| April 16, 2024 |
Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 April 16, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Spectral AI, Inc. Registration Statement on Form S-1 (File No. 333-278610) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectral AI |
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| April 10, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Spectral AI, Inc. |
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| April 10, 2024 |
As filed with the Securities and Exchange Commission on April 10, 2024 As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 2, 2024 |
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): March 29, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File N |
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| April 1, 2024 |
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): April 1, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 1, 2024 |
Spectral AI Appoints Jeremiah Sparks as Chief Commercialization Officer Exhibit 99.1 Spectral AI Appoints Jeremiah Sparks as Chief Commercialization Officer Apr 01, 2024 Experienced Burn Industry Executive Champions Pivot to Commercialization DALLAS, April 01, 2024 (GLOBE NEWSWIRE) - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”) , an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions |
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| March 29, 2024 |
Spectral AI, Inc. 2023 Long Term Incentive Plan Exhibit 10.12 SPECTRAL AI, INC. 2023 LONG TERM INCENTIVE PLAN TABLE OF CONTENTS 1. General 1 2. Definitions 1 3. Administration 5 (a) Authority of the Committee 5 (b) Manner of Exercise of Committee Authority 5 (c) Limitation of Liability 5 (d) Indemnification 5 (e) Administration with Respect to Insiders 5 4. Stock Subject to Plan 5 (a) Overall Number of Shares Available for Delivery 5 (b) Applic |
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| March 29, 2024 |
Exhibit 99.1 Spectral AI Announces 2023 Fourth Quarter and Full Year Financial Results 2023 Research & Development Revenue of $18.1 Million Expected to Increase to $28.0 Million in 2024 Commercialization Underway with Revenue Expected in 2H 2024 for DeepView AI®-Burn Indication in the UK On Track for Additional Regulatory Submissions in US and UK for DeepViewÔ System Burn and Diabetic Foot Ulcer I |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40058 SPECTRAL AI, IN |
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| March 29, 2024 |
Policy relating to recovery of erroneously awarded compensation Exhibit 97 SPECTRAL AI, INC. CLAWBACK POLICY Effective September 11, 2023 I. Introduction The board of directors (the “Board”) of Spectral AI, Inc., a Delaware corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance co |
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| March 29, 2024 |
List of Subsidiaries of the Registrant as of December 31, 2023. Exhibit 21 Spectral AI Annual Report on Form 10-K For Fiscal Year Ended December 31, 2023 Subsidiaries of Spectral AI Inc. The following are the only subsidiaries of Spectral AI, Inc.: Name of Subsidiary Jurisdiction of Incorporation or Organization Spectral MD, Inc. Delaware Spectral MD Holdings LLC Delaware Spectral MD UK Limited United Kingdom Spectral Deepview Limited Ireland |
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| March 29, 2024 |
Code of Business Conduct and Ethics Exhibit 14 SPECTRAL AI, INC. CODE OF ETHICS AND BUSINESS CONDUCT Effective: September11, 2023 I. Introduction The board of directors (the “Board”) of Spectral AI, Inc., a Delaware corporation (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: 1. promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest |
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| March 29, 2024 |
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): March 27, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File N |
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| March 29, 2024 |
Exhibit 19 SPECTRAL AI, INC. INSIDER TRADING POLICY Effective September 11, 2023 This Insider Trading Policy describes the standards of Spectral AI, Inc., a Delaware corporation and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is |
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| March 22, 2024 |
Exhibit 99.3 GLOBAL GUARANTY AGREEMENT This Guaranty is made as of March 20, 2024, by Spectral MD Holdings LLC, a Delaware limited liability company (“Spectral Holdings”), Spectral MD, Inc., a Delaware corporation (“Spectral MD”), Spectral MD UK Limited, a UK private limited company (“Spectral UK”), Spectral Deepview Limited, a limited liability company incorporated in Ireland (“Spectral Deepview” |
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| March 22, 2024 |
Exhibit 99.5 Spectral AI Secures Access to $12.5 Million of New Equity Capital Issuance of Convertible Instrument Balances Certainty, Timing, and Execution Capital Supports Strategic Imperatives and Commercialization Initiatives DALLAS, March 20, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for fast |
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| March 22, 2024 |
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): March 20, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File N |
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| March 22, 2024 |
STANDBY EQUITY PURCHASE AGREEMENT Exhibit 99.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 20, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SPECTRAL AI, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individua |
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| March 22, 2024 |
Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 20, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SPECTRAL AI, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a |
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| March 22, 2024 |
SPECTRAL AI, INC. Convertible Promissory Note Exhibit 99.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| March 1, 2024 |
Exhibit 99.1 Spectral AI Appoints Peter M. Carlson as CEO Appointment Paves the Way for Company’s Next Chapter in Commercialization Phase of AI-Powered DeepView Device for Predictive Wound Care Carlson Brings Proven Track Record of Operating and Financial Leadership, Including with Premier Wound Care Management Companies Wensheng Fan Transitions to Chief Innovation Strategist and Senior Advisor to |
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| March 1, 2024 |
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): February 29, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 27, 2024 |
MDAI / Spectral AI, Inc. / DiMaio John Michael - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 26, 2024 |
MDAI / Spectral AI, Inc. / SPANGENBERG ERICH - SC 13D/A Activist Investment SC 13D/A 1 d764490dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Spectral AI, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 84757T105 (CUSIP Number) C. Robert Bruner Haynes and Boone, LLP 2801 N Harwood Street, Suite 2300 Dallas, T |
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| February 22, 2024 |
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): February 22, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 22, 2024 |
Spectral Receives UKCA Authorization for Burn Indication Expected Commercialization 2nd Half 2024 Exhibit 99.1 Spectral Receives UKCA Authorization for Burn Indication Expected Commercialization 2nd Half 2024 DALLAS, February 22, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced that its predictive software DeepView AI®-B |
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| February 13, 2024 |
Exhibit 99.1 Predictive Wound Healing AI + Multispectral Imaging = Faster, More Accurate Treatment Decisions in Healthcare Nasdaq: MDAI | February 2024 AI - Driven wound assessment technology designed to deliver value across the healthcare continuum 16.3 Million shares outstanding Feb 1, 2024 Supported by $250M+ non - dilutive government funding Clear regulatory pathway Limited competition Headqua |
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| February 13, 2024 |
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): February 13, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 12, 2024 |
Exhibit 99.1 Spectral AI Appoints Dr. J. Michael DiMaio to Board of Directors The Company’s two largest stockholders holding approximately 45% of the Company’s outstanding shares have extended their lock-up agreements for an additional 180 days DALLAS, TX - February 12, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on the |
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| February 12, 2024 |
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): February 7, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| February 9, 2024 |
As filed with the Securities and Exchange Commission on February 9, 2024 As filed with the Securities and Exchange Commission on February 9, 2024 Registration No. |
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| February 9, 2024 |
Exhibit 99.6 SPECTRAL AI, INC. NOTICE OF RESTRICTED STOCK UNIT AWARD Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto, including its exhibits (collectively, the “Award Agreement”), and the Spectral AI, Inc. 2022 Long Term Incentive Plan (the “Plan”), the below individual (the “Grantee”) is h |
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| February 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Spectral AI, Inc. |
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| February 9, 2024 |
Exhibit 99.1 SPECTRAL MD, INC. 2018 LONG TERM INCENTIVE PLAN TABLE OF CONTENTS 1. Purpose 1 2. Definitions 1 3. Administration 4 (a) Authority of the Committee 4 (b) Manner of Exercise of Committee Authority 5 (c) Limitation of Liability 5 4. Stock Subject to Plan 5 (a) Overall Number of Shares Available for Delivery 5 (b) Application of Limitation to Grants of Awards 5 (c) Availability of Shares |
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| February 9, 2024 |
Exhibit 99.4 SPECTRAL AI, INC. NOTICE OF RESTRICTED STOCK UNIT AWARD Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto, including its exhibits (collectively, the “Award Agreement”), and the Spectral AI, Inc. 2018 Long Term Incentive Plan (the “Plan”), the below individual (the “Grantee”) is h |
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| February 9, 2024 |
Exhibit 99.3 Appendix B SPECTRAL AI, INC. 2018 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (the “Notice of Grant”) by and between Spectral AI, Inc., a Delaware corporation (the “Company’’), and you: WHEREAS, the Company, in order to induce you to ente |
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| February 9, 2024 |
Exhibit 99.2 SPECTRAL MD HOLDINGS, LTD. 2022 LONG TERM INCENTIVE PLAN (effective January 1, 2022) TABLE OF CONTENTS 1. General 1 2. Definitions 1 3. Administration 6 (a) Authority of the Committee 6 (b) Manner of Exercise of Committee Authority 7 (c) Limitation of Liability 7 (d) Indemnification 7 (e) Administration with Respect to Insiders 8 4. Stock Subject to Plan 8 (a) Overall Number of Shares |
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| February 9, 2024 |
Exhibit 99.5 SPECTRAL AI, INC. 2022 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (the “Notice of Grant”) by and between Spectral AI, Inc., a Delaware corporation (the “Company’’), and you: WHEREAS, the Company, in order to induce you to enter into and |
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| February 8, 2024 |
US84757T1051 / SPECTRAL AI INC / Octopus Investments Ltd. - SC 13G Passive Investment SC 13G 1 d750346dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Spectral AI, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 84757T105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 5, 2024 |
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): February 5, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| February 5, 2024 |
Exhibit 99.1 February 5, 2024 Dear Shareholders, Last year was a milestone year for Spectral AI! We are evolving from a late-stage development company embarking on commercialization of our AI-driven technology to revolutionize the standard of care in wound diagnostics. Your Company is proud to share the accomplishments of the Spectral AI team from this past year and provide insight on the initiati |
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| February 2, 2024 |
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): January 30, 2024 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission File |
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| February 1, 2024 |
Spectral AI, Inc. 4,050,000 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276406 Spectral AI, Inc. 4,050,000 Shares of Common Stock This prospectus relates to the offer and sale of up to 4,050,000 shares of our common stock, par value $0.0001 per share, or Common Stock, by B. Riley Principal Capital II, LLC, whom we refer to in this prospectus as “B. Riley Principal Capital II” or the “Selling Stockholder. |
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| January 30, 2024 |
Spectral AI, Inc. 2515 McKinney Avenue, Suite 1000 Dallas, Texas 75201 January 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Spectral AI, Inc. Registration Statement on Form S-1/A (File No. 333-276406) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Spectra |
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| January 23, 2024 |
As filed with the Securities and Exchange Commission on January 23, 2024 As filed with the Securities and Exchange Commission on January 23, 2024 Registration No. |
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| January 23, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Spectral AI, Inc. |
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| January 5, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Spectral AI, Inc. |
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| January 5, 2024 |
As filed with the Securities and Exchange Commission on January 5, 2024 As filed with the Securities and Exchange Commission on January 5, 2024 Registration No. |
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| January 2, 2024 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275218 Spectral AI, Inc. PRIMARY OFFERING OF Up To 8,433,231 Shares of Common Stock Issuable Upon Exercise of Warrants SECONDARY OFFERING OF Up To 10,069,748 Shares of Common Stock This prospectus relates to the issuance by Spectral AI, Inc. (“we,” “us,” “our,” the “Company,” “Registrant,” and “Spectral”) of an aggregate of (a) up to |
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| December 27, 2023 |
Exhibit 10.1 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDAC |
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| December 27, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2023, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Spectral AI, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agree |
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| December 27, 2023 |
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): December 26, 2023 SPECTRAL AI, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40058 85-3987148 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 21, 2023 |
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): December 19, 2023 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 21, 2023 |
Spectral AI Names Industry Veteran and Former Top MiMedx Financial Executive Peter M. Carlson as CFO Exhibit 99.1 Spectral AI Names Industry Veteran and Former Top MiMedx Financial Executive Peter M. Carlson as CFO Dec 19, 2023 DALLAS, Dec. 19, 2023 (GLOBE NEWSWIRE) - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, announced the hiring of Peter |
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| December 19, 2023 |
Spectral AI, Inc. 2515 McKinney Avenue. Suite 1000 Dallas, Texas 75201 Spectral AI, Inc. 2515 McKinney Avenue. Suite 1000 Dallas, Texas 75201 December 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Juan Grana Re: Spectral AI, Inc. Registration Statement on Form S-1 File No. 333-275218 Dear Mr. Grana: Pursuant to Rule 461 under the Securities A |
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| December 18, 2023 |
As filed with the Securities and Exchange Commission on December 18, 2023 As filed with the Securities and Exchange Commission on December 18, 2023 Registration No. |
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| December 7, 2023 |
Spectral AI, Inc. 2515 McKinney Avenue. Suite 1000 Dallas, Texas 75201 Spectral AI, Inc. 2515 McKinney Avenue. Suite 1000 Dallas, Texas 75201 VIA EDGAR December 7, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Juan Grana Re: Spectral AI, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 21, 2023 File No. 333-275218 Dear Mr. Grana: Spect |
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| December 7, 2023 |
As filed with the Securities and Exchange Commission on December 7, 2023 As filed with the Securities and Exchange Commission on December 7, 2023 Registration No. |
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| November 29, 2023 |
Exhibit 99.1 Spectral AI Appoints Erich Spangenberg as Chairman of the Executive Committee of the Board of Directors DALLAS, November 27, 2023 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in clinical wound care, today announced the appointment of Erich Spa |
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| November 29, 2023 |
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 27, 2023 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 21, 2023 |
As filed with the Securities and Exchange Commission on November 21, 2023 As filed with the Securities and Exchange Commission on November 21, 2023 Registration No. |
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| November 21, 2023 |
Spectral AI, Inc. 2515 McKinney Avenue. Suite 1000 Dallas, Texas 75201 Spectral AI, Inc. 2515 McKinney Avenue. Suite 1000 Dallas, Texas 75201 VIA EDGAR November 21, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Juan Grana Re: Spectral AI, Inc. Registration Statement on Form S-1 Filed October 30, 2023 File No. 333-275218 Dear Mr. Grana: Spectral AI, Inc., a Del |
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| November 14, 2023 |
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 13, 2023 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 14, 2023 |
Exhibit 10.1 CONTRACT TABLE OF CONTENTS PART I – THE SCHEDULE 2 SECTION B – SUPPLIES OR SERVICES AND PRICE/COSTS 2 SECTION C – DESCRIPTIONS/SPECIFICATIONS/WORK STATEMENT 8 SECTION D – PACKAGING, MARKING, & SHIPPING 10 SECTION E – INSPECTION AND ACCEPTANCE 11 SECTION F – DELIVERIES OR PERFORMANCE 12 SECTION G – CONTRACT ADMINISTRATION DATA 25 SECTION H – SPECIAL CONTRACT REQUIREMENTS 33 PART II – C |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRAL AI, INC. |
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| November 14, 2023 |
Exhibit 99.1 Spectral AI Announces 2023 Third Quarter Financial Results Highlights Continuing Progress in Developing and Commercializing AI-Driven DeepView® System Wound Healing Assessment Technology Affirms Full Year Revenue Guidance for 2023 and 2024 DALLAS, November 13, 2023 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on m |
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| November 3, 2023 |
RCLF / Rosecliff Acquisition Corp I - Class A / HIRSCH LAURENCE E - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Spectral AI, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (“Common Stock”) (Title of Class of Securities) 84757T105 (CUSIP Number) October 26, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| October 30, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Spectral AI, Inc. |
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| October 30, 2023 |
As filed with the Securities and Exchange Commission on October 30, 2023 As filed with the Securities and Exchange Commission on October 30, 2023 Registration No. |
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| October 27, 2023 |
RCLF / Rosecliff Acquisition Corp I - Class A / DiMaio John Michael - SC 13D Activist Investment SC 13D 1 d570763dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Spectral AI, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77732R103 (CUSIP Nu |
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| October 26, 2023 |
RCLF / Rosecliff Acquisition Corp I - Class A / SPANGENBERG ERICH - SC 13D/A Activist Investment SC 13D/A 1 d526327dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Spectral AI, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77732R103 (CUSIP Number) C. Robert Bruner Haynes and Boone, LLP 2801 N Harwood Street, Suite 2300 Dallas, T |
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| October 26, 2023 |
EX-99.4 2 d526327dex994.htm EX-99.4 Exhibit 99.4 ELS 1960 Family, L.P. Erich Spangenberg -and- Dr. J. Michael DiMaio October 20, 2023 VIA EMAIL NOT CONFIDENTIAL To: Messrs. Cotton, Fan, Mellish, Murphey and Sadagopan Ms. Cai Cc: Vince Capone, Esq. —————————————————————— Dear Members of the Spectral AI, Inc. Board of Directors: ELS 1960 Family, L.P., Erich Spangenberg and Dr. J. Michael DiMaio, wh |
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| September 28, 2023 |
Exhibit 99.1 Spectral MD Awarded BARDA Project BioShield Contract Valued at $149 Million for AI-Driven DeepView® Burn Wound Imaging Technology DALLAS, Sept. 28, 2023 – Spectral MD, Inc. (“SMD”), a subsidiary of Spectral AI, Inc. (Nasdaq: MDAI; MDAIW) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decis |
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| September 28, 2023 |
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): September 27, 2023 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 27, 2023 |
RCLF / Rosecliff Acquisition Corp I - Class A / SPANGENBERG ERICH - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Spectral AI, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77732R103 (CUSIP Number) Vincent Capone 2515 McKinney Ave #1000 Dallas, TX 75201 972-499-4934 (Name, Address and Telephone Number of Person Authori |
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| September 27, 2023 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Spectral AI, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 77732R103 (CUSIP Number) September 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| September 15, 2023 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of September [●], 2023, is by and between Spectral AI, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”). WHEREAS, Indemnitee is [a director/an officer] of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and othe |
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| September 15, 2023 |
Exhibit 99.2 Artificial Intelligence-Driven Predictive Medical Diagnostics Company Spectral MD Announces Closing of Business Combination Company Renamed “Spectral AI, Ltd.” and Will Commence Trading on Nasdaq Global Market Under the Symbol “MDAI” Effective September 12, 2023 Overview: ● Spectral AI is the Only Publicly Listed, AI-Driven Predictive Medical Diagnostic Company Developing Technology t |
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| September 15, 2023 |
Withum resignation letter, dated September 15, 2023. Exhibit 16.1 September 15, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Ladies and Gentlemen: We have read the statements made by Spectral AI, Inc. (formerly Rosecliff Acquisition Corp. I) under Item 4.01(a) of its Form 8-K dated September 15, 2023 and are in agreement with the statements concerning our Firm c |
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| September 15, 2023 |
Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among SPECTRAL AI, INC., ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, AND DIRECTOR HOLDERS Dated as of September 11, 2023 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2023, is made and entered into by and among Spectral AI, Inc., a Delaware corpo |
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| September 15, 2023 |
SPECTRAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 SPECTRAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” or other similar terms refer to the business and operations of Legacy Spectral MD Holdings, Ltd., and its subsidiaries prior to the business combination with Rosecliff Acquisition |
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| September 15, 2023 |
Code of Business Conduct and Ethics. Exhibit 14.1 SPECTRAL AI, INC. CODE OF ETHICS AND BUSINESS CONDUCT Effective: September11, 2023 I. Introduction The board of directors (the “Board”) of Spectral AI, Inc., a Delaware corporation (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: 1. promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of intere |
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| September 15, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit [ ] have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2023. Unless the context otherwise requires, the “Combined |
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| September 15, 2023 |
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): September 11, 2023 SPECTRAL AI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 15, 2023 |
Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROSECLIFF ACQUISITION CORP I The present name of the corporation is “Rosecliff Acquisition Corp I.” The original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on November 17, 2020 (the “Original Certificate of Incorporation”). The Original Certificate of |
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| September 15, 2023 |
Exhibit 3.2 FINAL FORM AMENDED AND RESTATED BYLAWS OF SPECTRAL AI, INC. (A DELAWARE CORPORATION) Amended and Restated Bylaws of Spectral MD, Inc. TABLE OF CONTENTS Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Broug |
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| September 7, 2023 |
Form of Amended and Restated Registration Rights Agreement Exhibit 4.1 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among SPECTRAL AI, INC., ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of September [●], 2023 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [●], 2023, is made and entered into by and among Spectral AI, Inc., a |
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| September 7, 2023 |
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): September 6, 2023 (September 6, 2023) Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3873463 (State or other jurisdiction of |
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| August 31, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| August 16, 2023 |
Filed by Rosecliff Acquisition Corp I Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40058 ROSECLIFF ACQ |
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| August 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271566 PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF ROSECLIFF ACQUISITION CORP I AND PROSPECTUS FOR UP TO 17,000,000 SHARES OF COMMON STOCK OF ROSECLIFF ACQUISITION CORP I Dear Stockholder: On April 11, 2023, Rosecliff Acquisition Corp I (“RCLF”), Ghost Merger Sub I Inc., a wholly owned subsidiary of RCLF (“Merger Sub I”) |
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| August 11, 2023 |
ROSECLIFF ACQUISITION CORP I 767 5th Avenue, 34th Floor New York, New York 10153 (212) 492-3000 ROSECLIFF ACQUISITION CORP I 767 5th Avenue, 34th Floor New York, New York 10153 (212) 492-3000 August 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| August 10, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 8, 2023 As filed with the Securities and Exchange Commission on August 8, 2023 Registration No. |
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| August 9, 2023 |
Exhibit 99.8 |
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| August 8, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| August 8, 2023 |
ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| July 28, 2023 |
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): July 28, 2023 (July 24, 2023) ROSECLIFF ACQUISITION CORP I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorpo |
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| July 27, 2023 |
TEL: (212) 735-3000 FAX: (212) 735-2000 Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| July 27, 2023 |
Exhibit 10.16 W81XWH21C0081 Page 2 of 31 Section A - Solicitation/Contract Form CONTRACT SUMMARY RESEARCH TITLE: Development of device to enable the assessment of burn severity by artificial intelligence in the military’s echelon III care environment PROPOSAL NUMBER: H2S-0025 TOPIC NUMBER: DHA17A-006 LOG NUMBER: 20000227 PROJECT PI: Jeffrey Thatcher; [email protected] CONTRACT TYPE: Firm Fix |
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| July 27, 2023 |
Exhibit 10.14 CONTRACT TABLE OF CONTENTS PART I – THE SCHEDULE 1 SECTION B – SUPPLIES OR SERVICES AND PRICE/COSTS 1 SECTION C – DESCRIPTIONS/SPECIFICATIONS/WORK STATEMENT 5 SECTION D – PACKAGING, MARKING, & SHIPPING 7 SECTION E – INSPECTION AND ACCEPTANCE 7 SECTION F – DELIVERIES OR PERFORMANCE 8 SECTION G – CONTRACT ADMINISTRATION DATA 23 SECTION H – SPECIAL CONTRACT REQUIREMENTS 29 PART II – CON |
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| July 27, 2023 |
Exhibit 10.17 W81XWH21C0081 (cdeener231936) Page 2 of 17 SECTION SF 30 BLOCK 14 CONTINUATION PAGE SUMMARY OF CHANGES SECTION A - SOLICITATION/CONTRACT FORM The ‘issued by’ organization has changed from USA MED RESEARCH ACQ ACTIVITY 820 CHANDLER ST FORT DETRICK MD 21702-5014 to ARMY MED RES ACQ ACTIVITY 808 SCHREIDER ST FORT DETRICK MD 21702 The ‘administered by’ organization has changed from USA M |
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| July 27, 2023 |
Exhibit 10.15 Contract No. 75A50119C00033 Modification No. P00006 Continuation Sheet Block 14 Page 3 of 4 Beginning with the effective date of this modification, the contract is modified as follows: 1. ARTICLE B.2 BASE PERIOD is hereby deleted in its entirety and replaced as follows: a. The estimated cost of this contract is $91,684,386 b. FIXED FEE: The fixed fee for this contract is $5,246,532. |
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| July 27, 2023 |
As filed with the Securities and Exchange Commission on July 27, 2023 As filed with the Securities and Exchange Commission on July 27, 2023 Registration No. |
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| July 27, 2023 |
Exhibit 10.18 MTEC Research Project Award Number: 001 MTEC Base Agreement Number: 2023-360 MTEC Project Call: MTEC-22-08-BDA-009; Handheld Imaging Device for Automated Burn Depth Assessment and Measurement of % Total Body Surface Area (TBSA) MTEC OTA Delivery Order No.: HT9425-23-9-0009 UEI #: XYMKTFCE2XR3 PARTIES: Advanced Technology International (MTEC Consortium Manager) and Spectral MD Inc. (A |
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| July 24, 2023 |
Filed by Rosecliff Acquisition Corp I Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| June 28, 2023 |
Consent of Martin Mellish to be named as a director of the Combined Company Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE June 23, 2023 Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 Rosecliff Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection ther |
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| June 28, 2023 |
As filed with the Securities and Exchange Commission on June 27, 2023 As filed with the Securities and Exchange Commission on June 27, 2023 Registration No. |
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| June 28, 2023 |
Consent of Michael P. Murphy to be named as a director of the Combined Company Exhibit 99.1 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE April 30, 2023 Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 Rosecliff Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection the |
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| June 28, 2023 |
Consent of Wensheng Fang to be named as a director of the Combined Company Exhibit 99.2 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE June 23, 2023 Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 Rosecliff Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection ther |
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| June 28, 2023 |
Consent of Cynthia Cai to be named as a director of the Combined Company Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE June 23, 2023 Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 Rosecliff Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection ther |
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| June 28, 2023 |
Consent of Richard Cotton to be named as a director of the Combined Company Exhibit 99.6 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE June 23, 2023 Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 Rosecliff Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection ther |
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| June 28, 2023 |
Consent of Deepak Sadagopan to be named as a director of the Combined Company Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE June 23, 2023 Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 Rosecliff Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection ther |
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| June 28, 2023 |
Letter Agreement, dated June 23, 2023, between Rosecliff Acquisition Corp I and BTIG, LLC Exhibit 10.13 June 23, 2023 Rosecliff Acquisition Corp I 767 5th Avenue 34th Floor New York, New York 10153 Ladies and Gentlemen: This letter agreement (this “Agreement”) references the Underwriting Agreement, dated February 11, 2021 (the “Underwriting Agreement”), between Rosecliff Acquisition Corp I (the “Company”), and BTIG, LLC (“BTIG”, as Representative for the other underwriters named on Sch |
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| June 27, 2023 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp 300 South Grand Avenue Los Angeles, California 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www. |
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| June 22, 2023 |
Financial Statements and Exhibits, Other Events 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): June 22, 2023 Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction (Commission File Number) ( |
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| June 22, 2023 |
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): June 22, 2023 Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction (Commission File Number) ( |
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| June 22, 2023 |
Exhibit 99.1 An artificial intelligence company focusing on medical diagnostics to deliver faster and more accurate treatment decisions Wensheng Fan Co - Founder and Chief Executive Officer Vincent Capone General Counsel and Corporate Secretary Today’s Presenters Spectral MD Rosecliff Acquisition Corp I Michael Murphy Chief Executive Officer 2 Spectral MD is building on $130+mm U.S. Government con |
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| June 22, 2023 |
Exhibit 99.1 An artificial intelligence company focusing on medical diagnostics to deliver faster and more accurate treatment decisions Wensheng Fan Co - Founder and Chief Executive Officer Vincent Capone General Counsel and Corporate Secretary Today’s Presenters Spectral MD Rosecliff Acquisition Corp I Michael Murphy Chief Executive Officer 2 Spectral MD is building on $130+mm U.S. Government con |
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| June 20, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| June 13, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| May 18, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40058 ROSECLIFF AC |
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| May 12, 2023 |
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 May 12, 2023 (May 8, 2023) Date of Report (Date of earliest event reported) Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State of incorporation) (Commission File N |
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| May 9, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| May 2, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ROSECLIFF ACQUISITION CORP I, GHOST MERGER SUB I INC., GHOST MERGER SUB II LLC, AND SPECTRAL MD HOLDINGS, LTD. Dated as of April 11, 2023 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 17 Section 1.03 Construction 21 ARTICLE II AGREEMENT AND PLAN OF MERGER Section 2.01 The Merg |
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| May 2, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023 As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. |
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| May 2, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ROSECLIFF ACQUISITION CORP I (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| April 18, 2023 |
Filed by Rosecliff Acquisition Corp I Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rosecliff Acquisition Corp I Commission File No. |
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| April 17, 2023 |
Exhibit 10.2 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of April 11, 2023, by and among Rosecliff Acquisition I Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”), and Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”). The Sponsor, the Company and Parent are ref |
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| April 17, 2023 |
Exhibit 10.2 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of April 11, 2023, by and among Rosecliff Acquisition I Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”), and Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”). The Sponsor, the Company and Parent are ref |
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| April 17, 2023 |
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): April 17, 2023 (April 11, 2023) Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incor |
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| April 17, 2023 |
Exhibit 10.3 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 11, 2023, is entered into by and among Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”), Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each a “Key Com |
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| April 17, 2023 |
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): April 17, 2023 (April 11, 2023) Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incor |
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| April 17, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ROSECLIFF ACQUISITION CORP I, GHOST MERGER SUB I INC., GHOST MERGER SUB II LLC, AND SPECTRAL MD HOLDINGS, LTD. Dated as of April 11, 2023 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 15 Section 1.03 Construction 20 ARTICLE II AGREEMENT AND PLAN OF MERGER Section 2.01 The Merg |
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| April 17, 2023 |
Exhibit 10.3 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 11, 2023, is entered into by and among Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”), Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each a “Key Com |
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| April 17, 2023 |
Exhibit 10.1 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among [SPECTRAL MD, INC.], ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of [●], 2023 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among [Spectral MD, Inc.], a Delaware corpor |
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| April 17, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ROSECLIFF ACQUISITION CORP I, GHOST MERGER SUB I INC., GHOST MERGER SUB II LLC, AND SPECTRAL MD HOLDINGS, LTD. Dated as of April 11, 2023 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 15 Section 1.03 Construction 20 ARTICLE II AGREEMENT AND PLAN OF MERGER Section 2.01 The Merg |
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| April 17, 2023 |
Exhibit 10.1 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among [SPECTRAL MD, INC.], ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of [●], 2023 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among [Spectral MD, Inc.], a Delaware corpor |
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| April 11, 2023 |
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): April 11, 2023 (April 11, 2023) Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incor |
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| April 11, 2023 |
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): April 11, 2023 (April 11, 2023) Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incor |
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| April 11, 2023 |
Exhibit 99.1 April 11, 2023 Spectral MD Holdings, Ltd. (“Spectral MD” or the “Company”) Spectral MD Holdings, Ltd., an FDA Breakthrough Designated company focused on Artificial Intelligence driven Medical Diagnostic Solutions, to be Listed on Nasdaq Through Business Combination with Rosecliff Acquisition Corp I • Spectral MD is an Artificial Intelligence (AI) company focused on predictive medical |
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| April 11, 2023 |
Exhibit 99.1 April 11, 2023 Spectral MD Holdings, Ltd. (“Spectral MD” or the “Company”) Spectral MD Holdings, Ltd., an FDA Breakthrough Designated company focused on Artificial Intelligence driven Medical Diagnostic Solutions, to be Listed on Nasdaq Through Business Combination with Rosecliff Acquisition Corp I • Spectral MD is an Artificial Intelligence (AI) company focused on predictive medical |
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| April 5, 2023 |
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): April 5, 2023 (April 3, 2023) Rosecliff Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Delaware 001-40058 85-3987148 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40058 ROSECLIFF ACQUI |
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| March 31, 2023 |
EX-3.1 2 brhc10050434ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 05:59 PM 02/11/2021 FILED 05:59 PM 02/11/2021 SR 20210427503 - File Number 4170710 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROSECLIFF ACQUISITION CORP I February 11, 2021 Rosecliff Acquisition Corp I, a corporation organized and existing under the laws of the S |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Rosecliff Acquisition Corp I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 77732R103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2023 |
RCLF / Rosecliff Acquisition Corp I Class A / Beryl Capital Management LLC Passive Investment SC 13G/A 1 rclf13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rosecliff Acquisition Corp I (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 77732R103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2023 |
RCLF / Rosecliff Acquisition Corp I Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Rosecliff Acquisition Corporation I (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 77732R103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 3, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 22, 2023 Rosecliff Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Delaware 001-40058 85-3987148 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 22, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROSECLIFF ACQUISITION CORP I Rosecliff Acquisition Corp I (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is ?Rosecliff Acquisition Corp I?. The original Certificate of Incorporation of the Co |
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| December 22, 2022 |
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): December 21, 2022 Rosecliff Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-40058 85-3987148 (State or other jurisdiction of incorporation) (Com |
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| December 8, 2022 |
RCLF / Rosecliff Acquisition Corp I Class A / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rosecliff Acquisition Corp I (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 77732R103 (CUSIP Number) November 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| November 28, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statemen |
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| November 21, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ |
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| November 18, 2022 |
Skadden, Arps, Slate, Meagher & Flom llp 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www. |
