Spectral AI, Inc. Files Amendment to S-1 Registration Statement

TL;DR

<b>Spectral AI, Inc. has filed an amendment to its S-1 registration statement, indicating preparations for a public offering.</b>

AI Summary

Spectral AI, Inc. (MDAIW) filed a Amended IPO Registration (S-1/A) with the SEC on January 23, 2024. Spectral AI, Inc. filed an amendment (S-1/A) to its registration statement on January 23, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31. The principal executive offices are located at 2515 McKinney Avenue, Suite 1000, Dallas, Texas 75201. The filing is under the Securities Act of 1933, with registration number 333-276406. The proposed sale of securities is to commence as soon as practicable after the effective date of the registration statement.

Why It Matters

For investors and stakeholders tracking Spectral AI, Inc., this filing contains several important signals. This S-1/A filing signifies Spectral AI, Inc.'s progression towards becoming a publicly traded company, allowing for capital infusion and increased liquidity. The amendment suggests updates or clarifications to the initial registration statement, which is a standard step before an IPO or other public offering.

Risk Assessment

Risk Level: low — Spectral AI, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a procedural step and does not contain new financial performance data or significant business updates that would indicate a change in risk profile.

Analyst Insight

Monitor for the effectiveness of the registration statement and subsequent IPO pricing to assess investment opportunities.

Key Numbers

• 333-276406 — Registration Number (SEC Registration Number)
• 2024-01-23 — Filing Date (Date of filing S-1/A)
• 12/31 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• Spectral AI, Inc. (company) — Registrant
• 2024-01-23 (date) — Filing date
• S-1/A (filing_type) — Form type
• 333-276406 (filing_number) — Registration number
• 2515 McKinney Avenue, Suite 1000, Dallas, Texas 75201 (address) — Business address
• Wensheng Fan (person) — Chief Executive Officer
• Rosecliff Acquisition Corp I (company) — Former company name
• Delaware (jurisdiction) — State of incorporation

Forward-Looking Statements

• Spectral AI will proceed with a public offering of securities. (Spectral AI, Inc.) — high confidence, target: Q2 2024
• The continuous offering could lead to increased share float. (Spectral AI, Inc. shares) — medium confidence, target: Ongoing

FAQ

Industry Context

Spectral AI, Inc. operates in the medical instruments and apparatus industry, focusing on surgical and medical devices.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for detailed business descriptions and risk factors.
2. Track future SEC filings for updates on the registration statement's effectiveness and potential IPO timeline.
3. Analyze the company's business model and market position once more information becomes available post-IPO.

Key Dates

• 2024-01-23: Filing of Amendment No. 1 to Form S-1 — Indicates progress towards a public offering.

Year-Over-Year Comparison

This is an amendment to a previous filing, suggesting updates or additions to the initial registration statement.

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share, or Common Stock, by B. Riley
• $10,000,000 — ckholder. However, we may receive up to $10,000,000 aggregate gross proceeds under the Purc
• $2.34 — e closing price of our Common Stock was $2.34. Investing in our securities involves
• $280 million — ealing potential. We have received over $280 million of U.S. Government contracts, including
• $75,000 — 26, 2023, together with our payment of $75,000 in cash to B. Riley Principal Capital I

Filing Documents

• fs12024a1_spectral.htm (S-1/A) — 8104KB
• fs12024a1ex5-1_spectralai.htm (EX-5.1) — 13KB
• fs12024a1ex-fee_spectralai.htm (EX-FILING FEES) — 24KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• tspectral_logo.jpg (GRAPHIC) — 56KB
• timage_001.jpg (GRAPHIC) — 450KB
• timage_002.jpg (GRAPHIC) — 321KB
• timage_003.jpg (GRAPHIC) — 587KB
• timage_004.jpg (GRAPHIC) — 365KB
• timage_005.jpg (GRAPHIC) — 553KB
• timage_006.jpg (GRAPHIC) — 510KB
• timage_007.jpg (GRAPHIC) — 456KB
• timage_008.jpg (GRAPHIC) — 13KB
• tkpmg_sign.jpg (GRAPHIC) — 25KB
• 0001213900-24-005801.txt (&nbsp;) — 26283KB
• mdai-20230930.xsd (EX-101.SCH) — 90KB
• mdai-20230930_cal.xml (EX-101.CAL) — 41KB
• mdai-20230930_def.xml (EX-101.DEF) — 427KB
• mdai-20230930_lab.xml (EX-101.LAB) — 689KB
• mdai-20230930_pre.xml (EX-101.PRE) — 432KB
• fs12024a1_spectral_htm.xml (XML) — 2358KB

USE OF PROCEEDS

USE OF PROCEEDS 62 Determination of Offering Price 63 THE COMMITTED EQUITY FACILITY 64 Market Information for Common Stock and Dividend Policy 75

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 76

Business

Business 88 Management 126 Executive and Director Compensation 133 Certain Relationships and Related Party Transactions 138 Beneficial Ownership of Securities 141 Selling Stockholder 143

Description of Securities

Description of Securities 145 Restrictions on Resale of Securities 151 PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) 152 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES NON-U.S. HOLDERS 156 EXPERTS 160 LEGAL MATTERS 160

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENT

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENT F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S -1 that we filed with the SEC to register the securities described in this prospectus for resale by the Selling Stockholder who may, from time to time, sell the securities described in this prospectus. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder pursuant to this prospectus. We may also file a prospectus supplement or post -effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post -effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post -effective amendment, you should rely on the prospectus supplement or post -effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post -effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading " Where You Can Find More Information ." Neither we, nor the Selling Stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post -effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Stockholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You sh

View Full Filing

View this S-1/A filing on SEC EDGAR