Spectral AI, Inc. — fact timeline

Spectral AI, Inc. shareholders approved To authorize, for purposes of Nasdaq Marketplace Rule 5635(d), the reservation and issuance of shares of common stock of the Company for sale to Hudson Bay Master Fund Ltd. at the 2026-05-29 meeting.

“The stockholders voted at the Annual Meeting to approve the Hudson Bay Proposal.”

Spectral AI, Inc. shareholders approved (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm at the 2026-05-29 meeting.

“The stockholders voted at the Annual Meeting to ratify the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm for fiscal year 2026.”

Spectral AI, Inc. shareholders approved Election of Directors at the 2026-05-29 meeting.

“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.”

Spectral AI, Inc. reported Year ending December 31, 2026 results: revenue $18.5 million. Guidance initiated.

“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.”

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.

“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”

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.

“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 (such transaction, the “Offering”). The sale and issuance of the Shares is being made pursuant to the Company’s registration statement on Form S-3 (file number”

Spectral AI, Inc. issued warrants to purchase up to 4,000,000 shares of our Common Stock of warrant to a certain investor.

“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”

Spectral AI, Inc. issued 3,065,000 shares of common stock to a certain investor for $1.90 per Share.

“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”

Spectral AI, Inc. engaged Forvis Mazars Group as its auditor.

“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.”

Spectral AI, Inc. dismissed KPMG LLP as its auditor.

“On May 29, 2025, Spectral AI, Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective immediately.”

Stanley Micek was named as Chief Operating Officer at Spectral AI, Inc..

“On May 30, 2025, the Company announced that Stanley Micek has been named the Company’s Chief Operating Officer (“COO”).”

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.

“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%).”

Spectral AI, Inc. received a nasdaq delisting notice notice regarding market value (rules 5550(b)(2)).

“December 5, 2024, the Company received a letter from Nasdaq notifying it that the Company’s Common Stock would be subject to delisting from the Nasdaq Stock Market unless the Company timely requested a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”). Based on the foregoing, the Company has requested a hearing before the Panel, at which it will present its plan of compliance and request an extension of time. The Panel has the discretion to grant the Company up to 180 calendar days from December 2, 2024, to regain compliance. This request will automatically stay any delistin”

Peter M. Carlson resigned as Chief Executive Officer at Spectral AI, Inc..

“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.”

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.

“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. Votes For Votes Against Abstentions Broker Non-Votes 4,488,372 150,199 36,853 4,613,888”

Spectral AI, Inc. shareholders approved (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm at the 2024-05-14 meeting.

“3. 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. Votes For Votes Against Abstentions Broker Non-Votes 9,118,326 46,845 124,141 0”

Spectral AI, Inc. shareholders approved Ratification of the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan at the 2024-05-14 meeting.

“2. Proposal 2 : Ratification of the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan: The shareholders voted at the Annual Meeting to ratify the adoption of the Company’s 2023 Long Term Incentive Plan (the “2023 Plan”). The options, restricted stock units and other securities issued pursuant to our 2018 Long Term Incentive Plan (the “2018 Plan”) and 2022 Long Term Incentive Plan (the “2022 Plan”) will be replaced with a corresponding security to be issued pursuant to the 2023 Plan. No new grants will be made under the 2022 Plan and the 2018 Plan and all outstanding grants under the 2018 Plan and 2022 Plan will be assumed by the 2023 Plan. Votes For Votes Against Abstentions Broker Non-Votes 4,410,233 200,529 64,662 4,613,888”

Spectral AI, Inc. shareholders approved Election of Directors: Richard Cotton, Peter M. Carlson, J. Michael DiMaio, Martin Mellish, Deepak Sadagopan, Marion Snyder at the 2024-05-14 meeting.

“1. Proposal 1 : Election of Directors: The following individuals, each of whom was nominated for election to the Board by the Company, were elected by the shareholders at the Annual Meeting for a term of one year expiring at the 2025 Annual Meeting of shareholders. Name Votes For Votes Against Abstentions Broker Non-Votes Richard Cotton 4,379,965 - 295,459 4,613,888 Peter M. Carlson 4,413,021 - 262,403 4,613,888 J. Michael DiMaio 4,379,932 - 295,492 4,613,888 Martin Mellish 4,571,221 - 104,203 4,613,888 Deepak Sadagopan 4,578,011 - 97,413 4,613,888 Marion Snyder 4,389,195 - 286,229 4,613,888”

Erich Spangenberg was appointed as director at Spectral AI, Inc..

“Following the Annual Meeting (as defined below), the board of directors (the “ Board ”) of Spectral AI, Inc., a Delaware corporation (the “ Company ”) unanimously approved the expansion of the Board from six to seven members and appointed Erich Spangenberg to serve as a director on the Company’s Board.”

Stan Micek was appointed as interim Chief Operating Officer at Spectral AI, Inc..

“The Company has appointed Stan Micek to the position of interim Chief Operating Officer, effective April 8, 2024.”

Niko Pagoulatos resigned as Chief Operating Officer at Spectral AI, Inc..

“Dr. Niko Pagoulatos resigned as the Chief Operating Officer of Spectral AI, Inc. (the “Company”) on March 29, 2024.”

Spectral AI, Inc. reported financial results for the quarter and year ended December 31, 2023.

“On March 27, 2024, Spectral AI, Inc. (the “Company”) reported its financial results for the quarter and year ended December 31, 2023. A copy of the press release containing this information is furnished as Exhibit 99.1 hereto and is incorporated by reference in this Item 2.02.”

Spectral AI, Inc. incurred convertible notes of $5.0 million with YA II PN, LTD at 0% maturing 12 months after the issuance date.

“ith YA II PN, LTD, a Cayman Islands exempt limited partnership (“ Yorkville ”) pursuant to which the Company”

Spectral AI, Inc. entered into Standby Equity Purchase Agreement with YA II PN, LTD valued at up to $30.0 million (effective 2024-03-20).

“On March 20, 2024, Spectral AI, Inc. (the “ Company ”) entered into the Standby Equity Purchase Agreement (“ SEPA ”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“ Yorkville ”) pursuant to which the Company has the right to sell to Yorkville up to $30.0 million of its shares of common stock”

Peter M. Carlson was appointed as Chief Executive Officer at Spectral AI, Inc..

“the Board of Directors of the Company (the “Board”) have appointed Peter M. Carlson to the position of Chief Executive Officer and Vincent S. Capone to the position of Chief Financial Officer and General Counsel effective February 29, 2024.”

Wensheng Fan was appointed as Chief Innovation Strategist at Spectral AI, Inc..

“Wensheng Fan resigned as the Chief Executive Officer of Spectral AI, Inc. (the “Company”) and as a director of the Company on February 29, 2024. Mr. Fan has agreed to serve the Company as Chief Innovation Strategist to continue to provide support for its current technology and to assist in the transition of the Chief Executive Officer.”

Dr. J. Michael DiMaio was appointed as director at Spectral AI, Inc..

“The board of directors (the “ Board ”) of Spectral AI, Inc., a Delaware corporation (the “ Company ”) appointed Dr. J. Michael DiMaio to serve as director on the Company’s Board, effective immediately.”

Michael Murphy resigned as director at Spectral AI, Inc..

“On January 30, 2024, Michael Murphy tendered his resignation as a director on the Board of Directors of the Company, with such resignation becoming effective immediately.”

Spectral AI, Inc. entered into Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC valued at up to $10,000,000 in aggregate gross purchase price (effective 2023-12-26).

“Spectral AI, Inc. (the “ Company ”) entered into a Common Stock Purchase Agreement (the “ Purchase Agreement ”) and a related Registration Rights Agreement (the “ Registration Rights Agreement ”), each dated as of December 26, 2023, with B. Riley Principal Capital II, LLC (“ B. Riley Principal Capital II ”).”

Nils Windler departed as Chief Financial Officer at Spectral AI, Inc..

“Upon commencement of Mr. Carlson’s employment with the Company, Nils Windler, who has been serving as Chief Financial Officer of the Company since 2021, will remain with the Company to work closely with Mr. Carlson, support an orderly transition of responsibility and provide financial accounting support to the Company.”

Peter M. Carlson was appointed as Chief Financial Officer at Spectral AI, Inc..

“the Board of Directors of the Company (the “Board”) has appointed Peter M. Carlson to the position of Chief Financial Officer, effective January 3, 2024.”

Erich Spangenberg was appointed as director at Spectral AI, Inc..

“The board of directors (the “ Board ”) of Spectral AI, Inc., a Delaware corporation (the “ Company ”) appointed Mr. Erich Spangenberg to serve as director on the Company’s Board, effective immediately.”

Spectral AI, Inc. reported the third quarter ended September 30, 2023 results: revenue $3.4 million, net income Net loss was $(10.6) million, EPS $(0.77) per share. Guidance reaffirmed.

“Q3 2023 FINANCIAL RESULTS OVERVIEW All comparisons are to the third quarter ended September 30, 2022 (“Q3 2022”) unless otherwise stated. ● Research & Development Revenue 1 was $3.4 million compared to $7.0 million, primarily due to decreased research and development work performed pursuant to the BARDA Burn II contract as clinical trials under this contract were”

Spectral AI, Inc.: As a result of the business combination, RCLF ceased to be a shell company upon the closing (effective 2023-09-11).

“As a result of the Business Combination, RCLF ceased to be a shell company upon the Closing.”

Spectral AI, Inc.: Board adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-09-11).

“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.”

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).

“rea code) Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 (Former name or former address, if changed since”

Spectral AI, Inc. engaged KPMG LLP as its auditor.

“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”

Spectral AI, Inc. dismissed WithumSmith+Brown, PC as its auditor.

“On September 11, 2023, the audit committee of the Board (the " Audit Committee ") approved the dismissal of WithumSmith+Brown, PC”

Deepak Sadagopan was appointed as Director at Spectral AI, Inc..

“the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan”

Martin Mellish was appointed as Director at Spectral AI, Inc..

“the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan”

Richard Cotton was appointed as Director at Spectral AI, Inc..

“the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan”

Cynthia Cai was appointed as Director at Spectral AI, Inc..

“the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan”

Vincent Capone was appointed as General Counsel and Corporate Secretary at Spectral AI, Inc..

“Vincent Capone General Counsel and Corporate Secretary”

Jeffrey Thatcher was appointed as Chief Scientist at Spectral AI, Inc..

“Jeffrey Thatcher, Ph.D. Chief Scientist”

Nils Windler was appointed as Chief Financial Officer at Spectral AI, Inc..

“Nils Windler Chief Financial Officer”

Niko Pagoulatos was appointed as Chief Operating Officer at Spectral AI, Inc..

“Niko Pagoulatos, Ph.D. Chief Operating Officer”

Wensheng Fan was appointed as Director at Spectral AI, Inc..

“the Board became comprised of six individuals: Michael P. Murphy, Wensheng Fan, Cynthia Cai, Richard Cotton, Martin Mellish and Deepak Sadagopan”

Wensheng Fan was appointed as Chief Executive Officer at Spectral AI, Inc..

“the following individuals were appointed to serve as executive officers of the Company: Name Position Wensheng Fan Chief Executive Officer and Director”

Spectral AI, Inc. shareholders approved Approve adjournment of the Special Meeting if necessary to solicit additional proxies (Adjournment Proposal) at the 2023-09-06 meeting.

“Proposal 6 The Stockholders approved the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal or the Director Election Proposal (the “Adjournment Proposal”). For Against Abstain 6,340,339 16,123 6,000”

Spectral AI, Inc. shareholders approved Election of six directors to serve on the board following the consummation of the Business Combination (Director Election Proposal) at the 2023-09-06 meeting.

“Proposal 5 The Stockholders approved the proposal to elect six (6) directors who will serve as directors on the board of Rosecliff following the consummation of the Business Combination (the “Combined Company”) until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal (the “Director Election Proposal”). For Against Abstain 6,341,173 15,121 6,168”