8-K
filed September 15, 2023, 7:59 PM ET
ticker MDAI
CIK 0001833498
M&A
confidence high
sentiment neutral
materiality 0.75
Spectral AI, Inc. (MDAI): auditor change — Spectral AI completes business combination with Spectral MD; begins trading on Nasdaq Sept 12
Spectral AI, Inc.
- Business Combination closed Sept 11; RCLF renamed Spectral AI, Inc.; common stock and warrants trade on Nasdaq as MDAI and MDAIW.
- 178,231 shares redeemed at ~$10.38/share; 15,688,268 shares outstanding post-close.
- Pre-Closing Financing raised $3.351M from qualified institutional buyers and accredited investors.
- Top shareholders: ELS 1960 Family 26.51%, John Michael DiMaio 15.79%, directors/officers 11.54%, Sponsor 5.8%.
- Directors and executive officers named: Wensheng Fan, Michael P. Murphy, Jeffrey Thatcher, among others.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Spectral AI, Inc. engaged KPMG LLP as its auditor.
- Action
- engagement
- Auditor
- KPMG LLP
Exact text from the filing
On September 11, 2023, the Board approved the engagement of KPMG LLP (" KPMG ") and appointed KPMG as the Company's independent registered public accounting firm
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Spectral AI, Inc. dismissed WithumSmith+Brown, PC as its auditor.
- Action
- dismissal
- Auditor
- WithumSmith+Brown, PC
- Successor
- KPMG LLP
Exact text from the filing
On September 11, 2023, the audit committee of the Board (the " Audit Committee ") approved the dismissal of WithumSmith+Brown, PC
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wensheng Fan was appointed as Director at Spectral AI, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deepak Sadagopan was appointed as Director at Spectral AI, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wensheng Fan was appointed as Chief Executive Officer at Spectral AI, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the following individuals were appointed to serve as executive officers of the Company: Name Position Wensheng Fan Chief Executive Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Mellish was appointed as Director at Spectral AI, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Niko Pagoulatos was appointed as Chief Operating Officer at Spectral AI, Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Niko Pagoulatos, Ph.D. Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Thatcher was appointed as Chief Scientist at Spectral AI, Inc..
- Action
- appointed
- Role
- Chief Scientist
Exact text from the filing
Jeffrey Thatcher, Ph.D. Chief Scientist
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cynthia Cai was appointed as Director at Spectral AI, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Cotton was appointed as Director at Spectral AI, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nils Windler was appointed as Chief Financial Officer at Spectral AI, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Nils Windler Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vincent Capone was appointed as General Counsel and Corporate Secretary at Spectral AI, Inc..
- Action
- appointed
- Role
- General Counsel and Corporate Secretary
Exact text from the filing
Vincent Capone General Counsel and Corporate Secretary
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Spectral AI, Inc.: Board adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-09-11).
- Change
- code of ethics
- Effective
- 2023-09-11
Exact text from the filing
On September 11, 2023, the Board adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Spectral AI, Inc.: As a result of the business combination, RCLF ceased to be a shell company upon the closing (effective 2023-09-11).
- Change
- shell status
- Effective
- 2023-09-11
Exact text from the filing
As a result of the Business Combination, RCLF ceased to be a shell company upon the Closing.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.98
Spectral AI, Inc. underwent a change of control involving Rosecliff Acquisition Corp I for each share of Spectral common stock cancelled and converted into the right to receive 1 share of Common Stock of the Combined Company (closed 2023-09-11).
- Action
- change of control
- Counterparty
- Rosecliff Acquisition Corp I
- Consideration
- each share of Spectral common stock cancelled and converted into the right to receive 1 share of Common Stock of the Combined Company
- Closing
- 2023-09-11
Exact text from the filing
rea code) Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 (Former name or former address, if changed since
View on SEC.gov
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