Spectral AI Files 8-K: Director Changes & Officer Appointments

TL;DR

Spectral AI shakes up board, names new officers, files financials.

AI Summary

Spectral AI, Inc. (formerly Rosecliff Acquisition Corp I) filed an 8-K on February 29, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, incorporated in Delaware, operates in the Surgical & Medical Instruments & Apparatus sector.

Why It Matters

This filing indicates potential shifts in the company's leadership and governance structure, which could impact its strategic direction and operational focus.

Risk Assessment

Risk Level: medium — Changes in board composition and officer appointments can signal strategic shifts or internal adjustments that may carry inherent risks.

Key Numbers

• 001-40058 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• Spectral AI, Inc. (company) — Registrant
• Rosecliff Acquisition Corp I (company) — Former company name
• February 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3841 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share MDAI The Nasdaq Stock Mar
• $11.50 — f Common Stock, at an exercise price of $11.50 per share MDAIW The Nasdaq Stock Ma
• $550,000 — ill receive annual base compensation of $550,000. He will be eligible for an annual targ
• $400,000 — ill receive annual base compensation of $400,000. He will be eligible for an annual targ
• $200,000 — ree years. The Company will pay Mr. Fan $200,000 per year for such services plus an addi
• $40,000 — services plus an additional payment of $40,000 for his additional accrued benefits in

Filing Documents

• ea0200961-8k_spectralai.htm (8-K) — 48KB
• ea0200961ex99-1_spectralai.htm (EX-99.1) — 20KB
• 0001213900-24-018768.txt ( ) — 294KB
• mdai-20240229.xsd (EX-101.SCH) — 4KB
• mdai-20240229_def.xml (EX-101.DEF) — 26KB
• mdai-20240229_lab.xml (EX-101.LAB) — 36KB
• mdai-20240229_pre.xml (EX-101.PRE) — 25KB
• ea0200961-8k_spectralai_htm.xml (XML) — 6KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) 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. (c) As announced in the press release attached to this Current Report on Form 8-K, 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. Mr. Carlson most recently served as the Company's Chief Financial Officer and Mr. Capone has been the Company's General Counsel since 2022. Prior to his role as CFO at the Company, Mr. Carlson most recently served as CFO at MiMedx Group, Inc., a pioneer and leader in the advanced wound care space. Prior to joining MiMedx, Mr. Carlson was with Brighthouse Financial, and played an essential role in establishing Brighthouse as a separate public company after its spin-off from MetLife, Inc., where he worked for eight years. At MetLife, as Chief Accounting Officer, he led accounting, tax and financial reporting activities, along with budgeting and financial planning. Prior to MetLife, Mr. Carlson was the Controller at Wachovia Corporation and an audit partner for a Big Four accounting firm. Mr. Carlson currently serves as a Board Member at White Mountains Insurance Group and as a trustee for Wake Forest University. He is a certified public accountant in New York and North Carolina, and he received a Bachelor of Science from Wake Forest University. Mr. Carlson, age 59, will receive annual base compensation of $550,000. He will be eligible for an annual targe

01

Item 7.01. Regulation FD Disclosure. On February 29, 2024, the Company issued a press release announcing the resignation of Mr. Wensheng Fan and the appointment of Mr. Peter Carlson as Chief Executive Officer of the Company and the appointment of Mr. Vincent Capone as Chief Financial Officer and General Counsel of the Company, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by Spectral AI, Inc. on February 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 1, 2024 SPECTRAL AI, INC. By: /s/ Peter M. Carlson Name: Peter M. Carlson Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR