Spectral AI, Inc. Announces 2024 Annual Meeting of Stockholders on May 14
Ticker: MDAIW · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1833498
| Field | Detail |
|---|---|
| Company | Spectral Ai, Inc. (MDAIW) |
| Form Type | DEF 14A |
| Filed Date | Apr 4, 2024 |
| Risk Level | medium |
| Pages | 14 |
| Reading Time | 17 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Spectral AI, DEF 14A, Annual Meeting, Stock Issuance, KPMG LLP
TL;DR
<b>Spectral AI, Inc. will hold its 2024 Annual Meeting on May 14, 2024, to elect directors, ratify incentive plans and auditor, and authorize stock issuance to Yorkville.</b>
AI Summary
Spectral AI, Inc. (MDAIW) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The 2024 Annual Meeting of Stockholders for Spectral AI, Inc. will be held on May 14, 2024, at 9:30 a.m. CDT in Dallas, TX. Key agenda items include the election of six directors, ratification of the 2023 Long Term Incentive Plan, and ratification of KPMG LLP as the independent auditor. The meeting will also seek authorization to reserve and issue common stock to YA II PN, Ltd. (Yorkville) under a Standby Equity Purchase Agreement dated March 20, 2024. The company is a medical device company focused on surgical and medical instruments and apparatus. The filing is a Definitive Proxy Statement (DEF 14A) filed on April 4, 2024.
Why It Matters
For investors and stakeholders tracking Spectral AI, Inc., this filing contains several important signals. The proposed stock issuance to Yorkville under the Standby Equity Purchase Agreement could dilute existing shareholders' ownership if not managed carefully. The ratification of the 2023 Long Term Incentive Plan and director elections are standard corporate governance actions that signal management's strategic direction and board composition.
Risk Assessment
Risk Level: medium — Spectral AI, Inc. shows moderate risk based on this filing. The company is seeking authorization for stock issuance to Yorkville, which could lead to dilution and impact share price, and is also subject to Nasdaq marketplace rules for such issuances.
Analyst Insight
Stockholders should carefully review the terms of the Standby Equity Purchase Agreement and the potential impact of stock issuance on their holdings before voting.
Key Numbers
- May 14, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders.)
- 6 — Directors to be Elected (Number of directors to be elected at the meeting.)
- 2023 — Long Term Incentive Plan Year (Year of the incentive plan to be ratified.)
- 2024 — Fiscal Year for Auditor (Fiscal year for which KPMG LLP is proposed as auditor.)
- March 20, 2024 — Standby Equity Purchase Agreement Date (Date of the agreement with Yorkville.)
Key Players & Entities
- Spectral AI, Inc. (company) — Filer of the DEF 14A filing and registrant.
- KPMG LLP (company) — Proposed independent registered public accounting firm.
- YA II PN, Ltd. (company) — Party to the Standby Equity Purchase Agreement.
- Rosecliff Acquisition Corp I (company) — Former name of Spectral AI, Inc.
- Nasdaq (company) — Exchange whose rules are referenced for stock authorization.
- 2024-05-14 (date) — Date of the Annual Meeting of Stockholders.
- 2024-04-04 (date) — Filing date of the DEF 14A.
- 2023 (date) — Year of the Long Term Incentive Plan to be ratified.
FAQ
When did Spectral AI, Inc. file this DEF 14A?
Spectral AI, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Spectral AI, Inc. (MDAIW).
Where can I read the original DEF 14A filing from Spectral AI, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Spectral AI, Inc..
What are the key takeaways from Spectral AI, Inc.'s DEF 14A?
Spectral AI, Inc. filed this DEF 14A on April 4, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Spectral AI, Inc. will be held on May 14, 2024, at 9:30 a.m. CDT in Dallas, TX.. Key agenda items include the election of six directors, ratification of the 2023 Long Term Incentive Plan, and ratification of KPMG LLP as the independent auditor.. The meeting will also seek authorization to reserve and issue common stock to YA II PN, Ltd. (Yorkville) under a Standby Equity Purchase Agreement dated March 20, 2024..
Is Spectral AI, Inc. a risky investment based on this filing?
Based on this DEF 14A, Spectral AI, Inc. presents a moderate-risk profile. The company is seeking authorization for stock issuance to Yorkville, which could lead to dilution and impact share price, and is also subject to Nasdaq marketplace rules for such issuances.
What should investors do after reading Spectral AI, Inc.'s DEF 14A?
Stockholders should carefully review the terms of the Standby Equity Purchase Agreement and the potential impact of stock issuance on their holdings before voting. The overall sentiment from this filing is neutral.
Risk Factors
- Authorization for Stock Issuance [medium — regulatory]: The company requires authorization under Nasdaq Marketplace Rule 5635(b) to reserve and issue shares of common stock to Yorkville.
Key Dates
- 2024-05-14: 2024 Annual Meeting of Stockholders — Election of directors, ratification of plans and auditor, authorization of stock issuance.
- 2024-04-04: Filing Date — Filing of the Definitive Proxy Statement (DEF 14A).
- 2024-03-20: Standby Equity Purchase Agreement — Agreement executed with YA II PN, Ltd. (Yorkville) for stock issuance.
Filing Stats: 4,193 words · 17 min read · ~14 pages · Grade level 11.4 · Accepted 2024-04-04 11:01:17
Key Financial Figures
- $0.0001 — common stock of the Company, par value $0.0001 per share (the “Common Stock
Filing Documents
- ea0201456-01.htm (DEF 14A) — 1151KB
- tproxy_001.jpg (GRAPHIC) — 1432KB
- tproxy_002.jpg (GRAPHIC) — 918KB
- 0001213900-24-030137.txt ( ) — 4390KB
From the Filing
DEF 14A 1 ea0201456-01.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ SCHEDULE 14A _ ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐   Preliminary Proxy Statement ☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)) ☒   Definitive Proxy Statement ☐   Definitive Additional Materials ☐   Soliciting Material under Rule 14a -12 Spectral AI, Inc. (Name of registrant as specified in its charter) _____________________________________________________________________ (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): ☒   No fee required. ☐   Fee paid previously with preliminary materials. ☐   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   Table of Contents SPECTRAL AI, INC. 2515 McKinney Avenue, Suite 1000 Dallas, TX 75024 (972) 499-4934 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2024 To our Stockholders: The 2024 Annual Meeting of Stockholders of Spectral AI, Inc., a Delaware corporation (the “Company”), will be held at the Company’s corporate headquarters located at 2515 McKinney Avenue, Suite 1000, Dallas, TX 75201, at 9:30 a.m. Central Daylight Time on Tuesday, May 14, 2024, for the following purposes: •          To elect six directors, each until the next Annual Meeting of Stockholders and until each of their respective successors have been duly elected and qualified. •          To ratify the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan. •          To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year. •          To authorize, for purposes of Nasdaq Marketplace Rule 5635(b), the reservation and issuance of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” and such shares, the “Shares”) for sale to YA II PN, Ltd. (“Yorkville”) 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. •          To transact any other business as may properly come before the meeting. Only stockholders of record at the close of business on March 25, 2024 will be entitled to vote at the meeting. To be admitted to the Annual Meeting, stockholders as of the record date can either attend in person at the Company’s corporate headquarters or virtually by registering in advance using the following link: www.proxydocs.com/MDAI and entering the 12 or 16 -digit control number found on the notice, proxy card or the voting instruction form. By logging into the website, Common Stockholders as of the record date will be able to vote shares electronically on all items to be considered at the Annual Meeting. If a stockholder as of the record date has any question pertaining to the business of the Annual Meeting, it must be submitted in advance of the Annual Meeting during the registration or by visiting www.proxydocs.com/MDAI and entering the 12 or 16 -digit control number found on the notice, proxy card or the voting instruction form. Questions may be submitted until 10:59 p.m. CDT, on Monday, May 13, 2024. Stockholders must have their proxy cards or voting instruction forms in hand when accessing the website or attending the meeting in person and follow the instructions. To allow us to respond at the Annual Meeting to the maximum number of stockholders, each stockholder will be limited to one question. We have elected to provide access to our proxy materials over the internet for the holders of our Common Stock under the Securities and Exchange Commission’s “notice and access” rules. Detailed information concerning these matters is set forth in the Important Notice Regarding the Availability of Proxy Materials (the “Notice”), which holders of our Common Stock have received in the mail