{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-07-13T04:34:18.998207+00:00","company":{"ticker":"MDAI","cik":1833498,"company_name":"Spectral AI, Inc."},"pagination":{"limit":100,"returned":63,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer","counterparties":{"contract_counterparty":[{"display_name":"B. 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Michael DiMaio","votes_abstain":"1,087,280","votes_against":"-","votes_for":"10,157,155","votes_withheld":null},{"broker_non_votes":"6,023,135","subject":"Richard Cotton","votes_abstain":"1,223,562","votes_against":"-","votes_for":"10,020,873","votes_withheld":null},{"broker_non_votes":"6,023,135","subject":"Martin Mellish","votes_abstain":"327,886","votes_against":"-","votes_for":"10,916,549","votes_withheld":null},{"broker_non_votes":"6,023,135","subject":"Deepak Sadagopan","votes_abstain":"182,543","votes_against":"-","votes_for":"11,061,892","votes_withheld":null},{"broker_non_votes":"6,023,135","subject":"Marion Snyder","votes_abstain":"328,078","votes_against":"-","votes_for":"10,916,357","votes_withheld":null}]},"claim":"Spectral AI, Inc. shareholders approved Election of Directors at the 2026-05-29 meeting.","evidence_excerpt":"The following individuals, each of whom was nominated for election to the Board of Directors (the \" Board \") by the Company, were elected by the stockholders at the Annual Meeting for a term of one year expiring at the 2027 Annual Meeting of stockholders.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-26-063486","anchor_url":"https://secwatch.observer/filing/0001213900-26-063486#claim-613f4790090344f1adb2d1e26dfd4397e2db0ed8","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390026063486/0001213900-26-063486-index.htm"},{"fact_type":"earnings_release","fact_key":"8e7f21274e9183c8edc314b80e7e308af2708b17","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2026-03-25T23:59:59+00:00","payload":{"eps_text":null,"guidance_signal":"initiated","item_codes_triggered":["2.02"],"net_income_text":null,"period_text":"Year ending December 31, 2026","report_date":"2026-03-24","result_type":"guidance_update","revenue_text":"$18.5 million"},"claim":"Spectral AI, Inc. reported Year ending December 31, 2026 results: revenue $18.5 million. Guidance initiated.","evidence_excerpt":"The Company is forecasting revenue of approximately $18.5 million for the year ending December 31, 2026, primarily reflecting the continued development of the Company’s DeepView System through the BARDA PBS Contract. This guidance does not include any material contributions from the sale of the DeepView System for the burn indication.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-26-034047","anchor_url":"https://secwatch.observer/filing/0001213900-26-034047#claim-8e7f21274e9183c8edc314b80e7e308af2708b17","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390026034047/0001213900-26-034047-index.htm"},{"fact_type":"earnings_release","fact_key":"e7f91ec7dadbb46dae5a45df75e01eacfbd7180c","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2026-03-25T23:59:59+00:00","payload":{"eps_text":"Q4 2025: $0.02 per diluted share; FY 2025: $(0.29) per diluted share","guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":"Net income for Q4 2025 was $0.6 million; Net loss for FY 2025 was $(7.6) million","period_text":"Fourth Quarter and Full Year ended December 31, 2025","report_date":"2026-03-24","result_type":"reported_results","revenue_text":"Full Year Research & Development Revenue of $19.7 Million; Q4 2025 Revenue of $3.8 Million"},"claim":"Spectral AI, Inc. reported Fourth Quarter and Full Year ended December 31, 2025 results: revenue Full Year Research & Development Revenue of $19.7 Million; Q4 2025 Revenue of $3.8 Million, net income Net income for Q4 2025 was $0.6 million; Net loss for FY 2025 was $(7.6) million, EPS Q4 2025: $0.02 per diluted share; FY 2025: $(0.29) per diluted share.","evidence_excerpt":"Research & Development Revenue Research & Development revenue for Q4 2025 was $3.8 million compared to $7.6 million, reflecting the anticipated reduction in research direct labor, clinical trial and other reimbursed study costs relative to 2024 as the Company moved closer to completion of the base phase of its contract with BARDA (the “BARDA PBS Contract”). Research & Development Revenue for FY 2025 decreased to $19.7 million from $29.6 million, reflecting the anticipated overall reduction in the Company’s reimbursed costs associated with the BARDA PBS Contract during 2025 following the Company’s submission of its De Novo application to the FDA. Gross Margin Gross margin for Q4 2025 was 39.8% compared to 44.0% due primarily to a lower percentage of reimbursed direct labor as a component of overall revenue from the BARDA PBS Contract. Gross margin for FY 2025 was 45.4% compared to 44.9%, reflecting a consistent mix of direct labor as a percentage of the total work performed on the BARDA","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-26-034047","anchor_url":"https://secwatch.observer/filing/0001213900-26-034047#claim-e7f91ec7dadbb46dae5a45df75e01eacfbd7180c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390026034047/0001213900-26-034047-index.htm"},{"fact_type":"equity_issuance","fact_key":"32354f9cfd9b33ff94a9ba7e14422bce52de8763","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-10-24T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":"$1.8999 per Pre-Funded Warrant","effective_date":"2025-10-22","item_codes_triggered":["3.02"],"purchaser":"a certain investor","security_type":"warrant","shares_text":"pre-funded warrants to purchase up to 935,000 shares of our Common Stock"},"claim":"Spectral AI, Inc. issued pre-funded warrants to purchase up to 935,000 shares of our Common Stock of warrant to a certain investor for $1.8999 per Pre-Funded Warrant.","evidence_excerpt":"investor (the “Investor”)\nfor the sale of 3,065,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share\n(“Common Stock”), at an offering price of $1.90 per Share (such transaction, the “Offering”). The sale and issuance of the Shares is being made\npursuant to the Company’s registration statement on Form S-3 (file number","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-102145","anchor_url":"https://secwatch.observer/filing/0001213900-25-102145#claim-32354f9cfd9b33ff94a9ba7e14422bce52de8763","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390025102145/0001213900-25-102145-index.htm"},{"fact_type":"equity_issuance","fact_key":"826a704fb007d3848c88d2ebeea886d93411d982","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-10-24T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":null,"effective_date":"2025-10-22","item_codes_triggered":["3.02"],"purchaser":"a certain investor","security_type":"warrant","shares_text":"warrants to purchase up to 4,000,000 shares of our Common Stock"},"claim":"Spectral AI, Inc. issued warrants to purchase up to 4,000,000 shares of our Common Stock of warrant to a certain investor.","evidence_excerpt":"in a concurrent private placement pursuant to the Purchase Agreement (the “Private Placement”), the Company agreed to sell to the Investor (i) warrants (the “Warrants”) to purchase up to 4,000,000 shares of our Common Stock","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-102145","anchor_url":"https://secwatch.observer/filing/0001213900-25-102145#claim-826a704fb007d3848c88d2ebeea886d93411d982","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390025102145/0001213900-25-102145-index.htm"},{"fact_type":"equity_issuance","fact_key":"06b7bcf95d1dbfbc55a94066ba4f9bfbe2d9fc78","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-10-24T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":"$1.90 per Share","effective_date":"2025-10-22","item_codes_triggered":["3.02"],"purchaser":"a certain investor","security_type":"common_stock","shares_text":"3,065,000 shares"},"claim":"Spectral AI, Inc. issued 3,065,000 shares of common stock to a certain investor for $1.90 per Share.","evidence_excerpt":"On October 22, 2025, Spectral AI, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Investor”) for the sale of 3,065,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an offering price of $1.90 per Share","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-102145","anchor_url":"https://secwatch.observer/filing/0001213900-25-102145#claim-06b7bcf95d1dbfbc55a94066ba4f9bfbe2d9fc78","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390025102145/0001213900-25-102145-index.htm"},{"fact_type":"auditor_change","fact_key":"db0a8ba0b29a835137c2585f8a24f112ba4fca15","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-06-03T23:59:59+00:00","payload":{"action":"engagement","auditor_name":"Forvis Mazars Group","disagreement_text":null,"effective_date":"2025-05-29","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":null},"claim":"Spectral AI, Inc. engaged Forvis Mazars Group as its auditor.","evidence_excerpt":"the Company approved the engagement of Forvis as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-050760","anchor_url":"https://secwatch.observer/filing/0001213900-25-050760#claim-db0a8ba0b29a835137c2585f8a24f112ba4fca15","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390025050760/0001213900-25-050760-index.htm"},{"fact_type":"auditor_change","fact_key":"476d4435476676bffdf0ef511f116c02dfbd1648","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-06-03T23:59:59+00:00","payload":{"action":"dismissal","auditor_name":"KPMG LLP","disagreement_text":null,"effective_date":"2025-05-29","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":"Forvis Mazars Group"},"claim":"Spectral AI, Inc. dismissed KPMG LLP as its auditor.","evidence_excerpt":"On May 29, 2025, Spectral AI, Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective immediately.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-050760","anchor_url":"https://secwatch.observer/filing/0001213900-25-050760#claim-476d4435476676bffdf0ef511f116c02dfbd1648","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390025050760/0001213900-25-050760-index.htm"},{"fact_type":"executive_change","fact_key":"530e951106","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-05-30T23:59:59+00:00","payload":{"action":"named","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2025-05-30","interim":false,"role":"Chief Operating Officer","role_category":"coo","successor_name":null,"successor_named":false},"claim":"Stanley Micek was named as Chief Operating Officer at Spectral AI, Inc..","evidence_excerpt":"On May 30, 2025, the Company announced that Stanley Micek has been named the Company’s Chief Operating Officer (“COO”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-25-049450","anchor_url":"https://secwatch.observer/filing/0001213900-25-049450#claim-530e951106","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390025049450/0001213900-25-049450-index.htm"},{"fact_type":"debt_financing","fact_key":"145c132108fc194a1ba142bc1364a71c7627beea","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2025-03-26T23:59:59+00:00","payload":{"counterparty":"Avenue Venture Opportunities Fund II, L.P.","effective_date":"2025-03-21","event":"incurrence","instrument_type":"credit_facility","interest_rate_text":"greater of (i) Prime Rate + 5.25% and (ii) 12.75%","item_codes_triggered":["2.03"],"maturity_text":"Not specified","principal_text":"Not specified"},"claim":"Spectral AI, Inc. incurred credit facility of Not specified with Avenue Venture Opportunities Fund II, L.P. at greater of (i) Prime Rate + 5.25% and (ii) 12.75% maturing Not specified.","evidence_excerpt":"As described in Item 1.01 above, on March 21, 2025, the Company entered into the Debt Financing pursuant to the terms of the LSA and Supplement with Avenue. The Debt Financing is secured by a security interest in substantially all of the assets of the Company subject to certain exclusions. Pursuant to the LSA, the interest rate is a variable rate of interest per annum equal to the greater of (i) the sum of (A) the Prime Rate (as defined in the Supplement) plus (B) five and one-quarter of one percent (5.25%), and (ii) twelve and three-quarters of one percent (12.75%).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001013762-25-002818","anchor_url":"https://secwatch.observer/filing/0001013762-25-002818#claim-145c132108fc194a1ba142bc1364a71c7627beea","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000101376225002818/0001013762-25-002818-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"fe12b2c79cafae7c60e8141c143b7daee1929321","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2024-12-11T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"hearing_requested","cure_deadline":null,"deficiency_type":"market_value","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2024-12-05","notice_type":"delisting_notice","plan_due_date":null,"raw_rule_text":"Nasdaq Listing Rule 5550(b)(2)","reported_value":null,"rule_numbers":["5550(b)(2)"],"rules_cited_in_text":true},"claim":"Spectral AI, Inc. received a nasdaq delisting notice notice regarding market value (rules 5550(b)(2)).","evidence_excerpt":"December 5, 2024, the Company received\na letter from Nasdaq notifying it that the Company’s Common Stock would be subject to delisting from the Nasdaq Stock Market unless\nthe Company timely requested a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”). Based on the\nforegoing, the Company has requested a hearing before the Panel, at which it will present its plan of compliance and request an extension\nof time. The Panel has the discretion to grant the Company up to 180 calendar days from December 2, 2024, to regain compliance. This request\nwill automatically stay any delistin","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-24-107873","anchor_url":"https://secwatch.observer/filing/0001213900-24-107873#claim-fe12b2c79cafae7c60e8141c143b7daee1929321","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390024107873/0001213900-24-107873-index.htm"},{"fact_type":"executive_change","fact_key":"6416a3a398","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2024-10-15T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2024-10-14","interim":false,"role":"Chief Executive Officer","role_category":"ceo","successor_name":null,"successor_named":false},"claim":"Peter M. Carlson resigned as Chief Executive Officer at Spectral AI, Inc..","evidence_excerpt":"Peter M. Carlson resigned as the Chief Executive Officer of Spectral AI, Inc. (the “Company”) and as a director of the Company on October 14, 2024.","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001213900-24-087520","anchor_url":"https://secwatch.observer/filing/0001213900-24-087520#claim-6416a3a398","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390024087520/0001213900-24-087520-index.htm"},{"fact_type":"shareholder_vote","fact_key":"f9f9a172473f3cede6dcdfcb22eeae1865b955d6","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2024-05-16T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2024-05-14","outcome":"passed","proposal_text":"Authorization of the reservation and issuance of shares of Common Stock of the Company pursuant to the Standby Equity Purchase Agreement, dated March 20, 2024","proposal_type":"other","votes_abstain_text":"36,853","votes_against_text":"150,199","votes_for_text":"4,488,372"},"claim":"Spectral AI, Inc. shareholders approved Authorization of the reservation and issuance of shares of Common Stock of the Company pursuant to the Standby Equity Purchase Agreement, dated March 20, 2024 at the 2024-05-14 meeting.","evidence_excerpt":"4. Proposal 4 : Authorization of the reservation and issuance of shares of Common Stock of the Company pursuant to the Standby Equity Purchase Agreement, dated March 20, 2024: The shareholders voted at the Annual Meeting to authorize, for purposes of Nasdaq Marketplace Rule 5635, the reservation and issuance of 6,369,937 shares of Common Stock for sale to YA II PN, Ltd. pursuant to that certain Standby Equity Purchase Agreement, dated March 20, 2024 (the “Purchase Agreement”) at a purchase price per share as determined pursuant to the Purchase Agreement. 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Proposal 3 : (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm: The shareholders voted at the Annual Meeting to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024. 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(effective 2023-09-06).","evidence_excerpt":"On September 6, 2023, the parties to the Business Combination Agreement agreed to amend the Form of Amended and Restated Registration Rights and Lock-Up Agreement to revise the definition of \"Lock-up Period\" to mean for all lock-up shares held by the parties thereto, the period beginning on the closing date of the Business Combination (the \"Closing Date\") and ending on the date on which the last reported sale price of Rosecliff common stock equals or exceeds $12.50 per share for any ten (10) trading days within any thirty (30)-trading day period commencing after the Closing Date or, if earlier, the date that is 180 days after the Closing Date (the \"Amendment\").","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-074550","anchor_url":"https://secwatch.observer/filing/0001213900-23-074550#claim-fb99e03eec65e53df5d381991b2bee7af31f98d1","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390023074550/0001213900-23-074550-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"b10b3fb929bed1bb6dc102568b359b06c3d7a52c","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2023-07-28T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"hearing_requested","cure_deadline":"2023-07-21","deficiency_type":"shareholders","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":"500,000 publicly held shares","notice_date":"2023-07-24","notice_type":"delisting_notice","plan_due_date":null,"raw_rule_text":"Nasdaq Listing Rule 5550(a)(4)","reported_value":null,"rule_numbers":["5550(a)(4)"],"rules_cited_in_text":true},"claim":"Spectral AI, Inc. received a nasdaq delisting notice notice regarding shareholders (rules 5550(a)(4)).","evidence_excerpt":"23, Rosecliff Acquisition Corp I (the “ Company ”) was notified by the Listing Qualifications Department (the\n“ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) that the Staff had granted the Company’s\nrequest for an extension through July 21, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(4), which requires the Company to\nhave a minimum of 500,000 publicly held shares for continued listing on The Nasdaq Capital Market. The Company did not regain\ncompliance by July 21, 2023, and, on July 24 2023, the Staff notified the Company that its securities would be delisted unless the C","confidence":0.92,"filing_url":"https://secwatch.observer/filing/0001213900-23-060767","anchor_url":"https://secwatch.observer/filing/0001213900-23-060767#claim-b10b3fb929bed1bb6dc102568b359b06c3d7a52c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390023060767/0001213900-23-060767-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"1488c7ef35f71c32301723a2b6e20efb5f5c6ddc","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2023-05-12T23:59:59+00:00","payload":{"company_response":"Company entered into Business Combination Agreement with Spectral MD Holdings, Ltd.","compliance_status":"extension_granted","cure_deadline":"2023-07-21","deficiency_type":"shareholders","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":"500,000 publicly held shares","notice_date":"2023-05-08","notice_type":"extension_granted","plan_due_date":null,"raw_rule_text":"Rule 5550(a)(4)","reported_value":null,"rule_numbers":["5550(a)(4)"],"rules_cited_in_text":true},"claim":"Spectral AI, Inc. received a nasdaq extension granted notice regarding shareholders (rules 5550(a)(4)).","evidence_excerpt":"May 8, 2023, Rosecliff Acquisition Corp I (the\n“Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) advising that the Company had been granted\na previously requested 180-day extension to July 21, 2023, to regain compliance with Rule 5550(a)(4), which requires the Company to hold\na minimum of 500,000 publicly held shares. The Listing Qualifications Department of Nasdaq based its determination of an extension on\nthe Company entering into the Business Combination Agreement with Spectral MD Holdings, Ltd. On or before July 21, 2023, the Company must\nfile with the U.S. Securities an","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-039005","anchor_url":"https://secwatch.observer/filing/0001213900-23-039005#claim-1488c7ef35f71c32301723a2b6e20efb5f5c6ddc","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000121390023039005/0001213900-23-039005-index.htm"},{"fact_type":"material_agreement","fact_key":"2078d9e9a619d2cfee65e4658380507a0128e6b5","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2023-04-17T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Business Combination Agreement","agreement_type":"merger","counterparty":"Rosecliff Acquisition Corp I, Spectral MD Holdings, Ltd., Ghost Merger Sub I Inc., Ghost Merger Sub II LLC","effective_date":"2023-04-11","item_codes_triggered":["1.01"],"value_text":null},"claim":"Spectral AI, Inc. entered into Business Combination Agreement with Rosecliff Acquisition Corp I, Spectral MD Holdings, Ltd., Ghost Merger Sub I Inc., Ghost Merger Sub II LLC (effective 2023-04-11).","evidence_excerpt":"On April 11, 2023, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among the Company, Spectral MD Holdings, Ltd., a Delaware corporation (“ Spectral MD ”), Ghost Merger Sub I Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“ Merger Sub I ”), and Ghost Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“ Merger Sub II ”).","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001140361-23-018567","anchor_url":"https://secwatch.observer/filing/0001140361-23-018567#claim-2078d9e9a619d2cfee65e4658380507a0128e6b5","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000114036123018567/0001140361-23-018567-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"4e63092db86c4a2d8c5f66cd3f7d0aa1bc92ca1e","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2023-04-05T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"deficient","cure_deadline":"2023-10-02","deficiency_type":"market_value","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":"$35 million Market Value of Listed Securities; stockholders' equity of at least $2.5 million or net income from continuing operations of $500,000","notice_date":"2023-04-03","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":"Listing Rule 5550(b)(2), Listing Rules 5550(b)(1) or 5550(b)(3)","reported_value":null,"rule_numbers":["5550(b)(2)","5550(b)(1)","5550(b)(3)"],"rules_cited_in_text":true},"claim":"Spectral AI, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5550(b)(1), 5550(b)(3)).","evidence_excerpt":"April 3, 2023, Rosecliff Acquisition Corp I (the “Company”) received a written notice (the “Notice”) from the Listing\n Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(b)(2), due to the Company’s failure to meet the minimum $35 million Market Value of Listed\n Securities (“MVLS”) requirement for the Nasdaq Capital Market. The Staff based the review of the Company’s MVLS on the last 30 consecutive business days (February 17, 2023 to March 31, 2023) and determined a deficiency\n exists with regards","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001140361-23-016737","anchor_url":"https://secwatch.observer/filing/0001140361-23-016737#claim-4e63092db86c4a2d8c5f66cd3f7d0aa1bc92ca1e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000114036123016737/0001140361-23-016737-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"00204edeea94744d4cd9061d3b18ad40095df599","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2023-02-03T23:59:59+00:00","payload":{"company_response":"intends to submit a plan","compliance_status":"deficient","cure_deadline":"2023-03-09","deficiency_type":"other","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2023-01-22","notice_type":"deficiency_notice","plan_due_date":"2023-03-09","raw_rule_text":null,"reported_value":null,"rule_numbers":["5550(a)(4)"],"rules_cited_in_text":true},"claim":"Spectral AI, Inc. received a nasdaq deficiency notice notice regarding other (rules 5550(a)(4)).","evidence_excerpt":"January 22, 2023, Rosecliff Acquisition Corp I (the “Company”) received a written\n notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the minimum\n 500,000 publicly held shares requirement for the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting. The Notice states that the Company has until March 9, 2023 to submit a plan to\n achieve and sustain compliance with all Nas","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001140361-23-004438","anchor_url":"https://secwatch.observer/filing/0001140361-23-004438#claim-00204edeea94744d4cd9061d3b18ad40095df599","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000114036123004438/0001140361-23-004438-index.htm"},{"fact_type":"governance_change","fact_key":"066fa300e1d839564b7fd00ee6f7e3028b5c06f7","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2022-12-22T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2022-12-22","item_codes_triggered":["5.03"],"summary_text":"Amended certificate of incorporation to extend business combination deadline and eliminate redemption limitation on net tangible assets."},"claim":"Spectral AI, Inc.: Amended certificate of incorporation to extend business combination deadline and eliminate redemption limitation on net tangible assets (effective 2022-12-22).","evidence_excerpt":"On December 22, 2022, to incorporate the Extension Amendment and the Redemption Limitation Amendment, the board of directors of the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001140361-22-046689","anchor_url":"https://secwatch.observer/filing/0001140361-22-046689#claim-066fa300e1d839564b7fd00ee6f7e3028b5c06f7","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm"},{"fact_type":"shareholder_vote","fact_key":"de312b902978eb052c24315afe7f5d5855189a86","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2022-12-22T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2022-12-21","outcome":"passed","proposal_text":"To amend the Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001.","proposal_type":"charter_amendment","results":[{"broker_non_votes":"0","subject":null,"votes_abstain":"0","votes_against":"68,276","votes_for":"23,619,140","votes_withheld":null}]},"claim":"Spectral AI, Inc. shareholders approved To amend the Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001. at the 2022-12-21 meeting.","evidence_excerpt":"The Stockholders approved the proposal to amend the Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem shares of Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”). The voting results for such proposal were as follows: For Against Abstain Broker Non-Votes 23,619,140 68,276 0 0","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001140361-22-046689","anchor_url":"https://secwatch.observer/filing/0001140361-22-046689#claim-de312b902978eb052c24315afe7f5d5855189a86","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm"},{"fact_type":"shareholder_vote","fact_key":"7d51310afa3efcc2e97053ae9bb1aaefdd0eb8a2","cik":1833498,"ticker":"MDAI","company_name":"Spectral AI, Inc.","filed_at":"2022-12-22T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2022-12-21","outcome":"passed","proposal_text":"To amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination or cease operations from February 17, 2023 to February 17, 2024.","proposal_type":"charter_amendment","results":[{"broker_non_votes":"0","subject":null,"votes_abstain":"0","votes_against":"3,010,212","votes_for":"20,677,204","votes_withheld":null}]},"claim":"Spectral AI, Inc. shareholders approved To amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination or cease operations from February 17, 2023 to February 17, 2024. at the 2022-12-21 meeting.","evidence_excerpt":"The Stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to extend the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A Common Stock, and all of the shares of Class B Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024 (the “Extension Amendment”). The voting results for such proposal were as follows: For Against Abstain Broker Non-Votes 20,677,204 3,010,212 0 0","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001140361-22-046689","anchor_url":"https://secwatch.observer/filing/0001140361-22-046689#claim-7d51310afa3efcc2e97053ae9bb1aaefdd0eb8a2","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1833498/000114036122046689/0001140361-22-046689-index.htm"}]}