Spectral AI Files 8-K on Material Agreement

TL;DR

Spectral AI filed an 8-K on 10/22/25 for a material agreement, unregistered equity sales, and Reg FD.

AI Summary

On October 22, 2025, Spectral AI, Inc. filed an 8-K report detailing a material definitive agreement. The company, formerly known as Rosecliff Acquisition Corp I, is incorporated in Delaware and operates in the Surgical & Medical Instruments & Apparatus industry. The filing also covers unregistered sales of equity securities and Regulation FD disclosures.

Why It Matters

This filing indicates a significant business development for Spectral AI, Inc., potentially impacting its operations and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40058 — SEC File Number (Identifier for the company's filings)
• 85-3987148 — EIN (Employer Identification Number)

Key Players & Entities

• Spectral AI, Inc. (company) — Registrant
• Rosecliff Acquisition Corp I (company) — Former company name
• October 22, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3841 (sic_code) — Standard Industrial Classification for Surgical & Medical Instruments & Apparatus

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share MDAI The Nasdaq Stock Mar
• $2.75 — f Common Stock, at an exercise price of $2.75 per share MDAIW The Nasdaq Stock Ma
• $1.90 — Common Stock"), at an offering price of $1.90 per Share (such transaction, the "Offer
• $2 — rant has an exercise price per share of $2.51, will exercisable on the earlier of
• $1 — -Funded Warrant has a purchase price of $1.8999, an exercise price per share of $0
• $0 — $1.8999, an exercise price per share of $0.0001, is exercisable immediately and ma
• $2.51 — The Warrants have an exercise price of $2.51 per share of Common Stock and will be e
• $7,600,000, b — the Private Placement was approximately $7,600,000, before deducting Northland's fees and exp

Filing Documents

• ea0262315-8k_spectral.htm (8-K) — 54KB
• ea026231501ex4-1_spectral.htm (EX-4.1) — 118KB
• ea026231501ex4-2_spectral.htm (EX-4.2) — 92KB
• ea026231501ex5-1_spectral.htm (EX-5.1) — 10KB
• ea026231501ex10-1_spectral.htm (EX-10.1) — 305KB
• ea026231501ex10-2_spectral.htm (EX-10.2) — 180KB
• ea026231501ex10-3_spectral.htm (EX-10.3) — 81KB
• ea026231501ex99-1_spectral.htm (EX-99.1) — 8KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex99-1_002.jpg (GRAPHIC) — 4KB
• 0001213900-25-102145.txt ( ) — 1271KB
• mdai-20251022.xsd (EX-101.SCH) — 4KB
• mdai-20251022_def.xml (EX-101.DEF) — 26KB
• mdai-20251022_lab.xml (EX-101.LAB) — 36KB
• mdai-20251022_pre.xml (EX-101.PRE) — 25KB
• ea0262315-8k_spectral_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement 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 (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 333-282681) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") on October 16, 2024 and declared effective on October 31, 2024, and the Company's prospectus supplement relating to the Offering, which was filed with the SEC on October 23, 2025, that forms part of the Registration Statement. Additionally, 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, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 935,000 shares of our Common Stock. Each Warrant has an exercise price per share of $2.51, will exercisable on the earlier of (a) the effective date of stockholder approval (the "Stockholder Approval") for the issuance of shares of Common Stock underlying the Warrants (the "Stockholder Approval Date") and (b) the date that is six months following the issuance date of the Warrants (the earlier of the dates specified in (a) and (b), the "Initial Exercise Date") and will have a term of five (5) years from the initial issuance date. Each Pre-Funded Warrant has a purchase price of $1.8999, an exercise price per share of $0.0001, is exercisable immediately and may be exercised at any time until such Pre-Funded Warrant is exercised in full. The Warrants and the Pre-F

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K. The Warrants and Pre-Funded Warrants being sold to the Investor will be issued in reliance on the exemptions provided in Section 4(a)(2) under the Securities Act. Accordingly, the Investor may only resell the Warrants, Pre-Funded Warrants and the shares of Common Stock issuable upon exercise of the Warrants and Pre-Funded Warrants, pursuant to an effective registration statement under the Securities Act covering the resale of such shares of Common Stock, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act and any applicable

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 23, 2025, the Company issued a press release announcing the pricing of the Offering, 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. This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements may include statements related to the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering, the intended use of proceeds from the registered direct offering and other statements that are not statements of historical fact and, in some cases, may be identified by words like "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "should," "would," "seek" and similar terms or phrases. The forward-looking statements contained in this press release are based on management's current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Important factors that could cause the Company's actual results to differ materially from those indicated in the forward-looking statement

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Form of Warrant. 4.2 Form of Pre-Funded Warrant 5.1 Opinion of Reed Smith LLP. 10.1 Form of Securities Purchase Agreement, dated October 22, 2025. 10.2 Placement Agency Agreement, dated October 22, 2025, by and between Spectral AI, Inc. and Northland Securities, Inc. 10.3 Registration Rights Agreement, dated October 24, 2025. 23.1 Consent of Reed Smith LLP (contained in Exhibit 5.1). 99.1 Press Release issued by Spectral AI, Inc. on October 23, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL). 4

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: October 24, 2025 SPECTRAL AI, INC. By: /s/ Vincent S. Capone Name: Vincent S. Capone Title: Chief Financial Officer and General Counsel 5

View Full Filing

View this 8-K filing on SEC EDGAR