Spectral AI, Inc. Files 8-K

TL;DR

Spectral AI filed an 8-K on 6/24/24, updating its corporate and financial info.

AI Summary

Spectral AI, Inc. filed an 8-K on June 24, 2024, reporting on other events and financial statements. The company, formerly known as Rosecliff Acquisition Corp I, is incorporated in Delaware and its fiscal year ends on December 31st. Its business address is in Dallas, Texas.

Why It Matters

This filing provides an update on Spectral AI's corporate and financial status, which is important for investors to track the company's ongoing activities and disclosures.

Risk Assessment

Risk Level: low — This is a routine corporate filing (8-K) that primarily provides updated company information and does not appear to contain significant new risks.

Key Players & Entities

• Spectral AI, Inc. (company) — Registrant
• Rosecliff Acquisition Corp I (company) — Former company name
• June 24, 2024 (date) — Date of earliest event reported
• Dallas, Texas (location) — Business address

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

Filing Documents

• ea0208312-8k_spectral.htm (8-K) — 33KB
• ea020831201ex99-1_spectral.htm (EX-99.1) — 10KB
• ea020831201ex99-2_spectral.htm (EX-99.2) — 15KB
• ea020831201ex99-3_spectral.htm (EX-99.3) — 14KB
• ea020831201ex99-4_spectral.htm (EX-99.4) — 14KB
• ea020831201ex99-5_spectral.htm (EX-99.5) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 13KB
• ex99-2_001.jpg (GRAPHIC) — 8KB
• ex99-3_001.jpg (GRAPHIC) — 3KB
• ex99-4_001.jpg (GRAPHIC) — 7KB
• ex99-5_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-055133.txt ( ) — 397KB
• mdai-20240624.xsd (EX-101.SCH) — 4KB
• mdai-20240624_def.xml (EX-101.DEF) — 26KB
• mdai-20240624_lab.xml (EX-101.LAB) — 36KB
• mdai-20240624_pre.xml (EX-101.PRE) — 25KB
• ea0208312-8k_spectral_htm.xml (XML) — 6KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 24, 2024, the Company issued a press release announcing that it has asked for an inquiry to the Nasdaq Stock Market LLC and with the applicable regulatory organizations in Texas, Florida and Louisiana, to bring to their attention potential market manipulation of the Company's common stock, primarily in the form of naked short selling. This action is further detailed below and a copy of this release 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.

01 Other Events

Item 8.01 Other Events On June 24, 2024, the Company sent letters to the Nasdaq Stock Market LLC and to the applicable state securities regulatory organizations in Texas, Florida and Louisiana, to bring to their attention potential market manipulation of the Company's common stock, primarily in the form of naked short selling. The Company has reviewed its list of Non-Objective Beneficial Owners (the "NOBO List") and Objecting Beneficial Owners List (the "OBO List"). The combination of the NOBO List and OBO List should approximate the total number of non-restricted shares available to trade in the market for the Company. Unfortunately, the number of shares on the OBO List and NOBO List exceeds the total float (public shares) of the Company's common stock by a significant percentage. The Company believes this is an indication of the presence of "naked" shorting where institutional investors are utilizing this illegal activity. Copies of these letters are being furnished as Exhibits 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K. This inquiry is being led by Erich Spangenberg, a member of the Board of Directors and the Company's largest shareholder. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by Spectral AI, dated June 24, 2024. 99.2 Letter from Spectral AI to the Attorney General of the State of Florida, dated June 24, 2024. 99.3 Letter from Spectral AI to the Texas State Securities Board, dated June 24, 2024. 99.4 Letter from Spectral AI to the Louisiana Office of Financial Institutions, dated June 24, 2024. 99.5 Letter from Spectral AI to the Nasdaq Inc., dated June 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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: June 24, 2024 SPECTRAL AI, INC. By: /s/ Peter M. Carlson Name: Peter M. Carlson Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR