Spectral AI, Inc. Files S-1 Registration Statement

TL;DR

<b>Spectral AI, Inc. has filed an S-1 registration statement, marking a significant step towards a public offering.</b>

AI Summary

Spectral AI, Inc. (MDAIW) filed a IPO Registration (S-1) with the SEC on January 5, 2024. Spectral AI, Inc. has filed an S-1 registration statement with the SEC. The filing was made on January 5, 2024. The company's principal executive offices are located at 2515 McKinney Ave #1000, Dallas, TX 75201. The company was formerly known as Rosecliff Acquisition Corp I, with a name change date of November 23, 2020. The filing is for registration under the Securities Act of 1933.

Why It Matters

For investors and stakeholders tracking Spectral AI, Inc., this filing contains several important signals. This S-1 filing indicates Spectral AI, Inc. is preparing to become a publicly traded company, which could provide access to capital for growth and expansion. The filing provides detailed information about the company's business, financial condition, and management, offering transparency to potential investors.

Risk Assessment

Risk Level: low — Spectral AI, Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for an IPO and does not contain financial performance data or specific offering details, making risk assessment at this stage limited.

Analyst Insight

Monitor future filings for detailed financial information and offering terms to assess investment potential.

Key Numbers

• 2024-01-05 — Filing Date (Date of S-1 filing)
• 333-276406 — SEC File Number (SEC file number for the registration statement)
• 24516803 — Film Number (SEC film number)
• 1933 — SEC Act (Securities Act of 1933)
• 2020-11-23 — Name Change Date (Date of former company name change)

Key Players & Entities

• Spectral AI, Inc. (company) — Registrant name
• 0001833498 (company) — Central Index Key
• 3841 (company) — Standard Industrial Classification Code
• 2515 MCKINNEY AVE #1000 (company) — Business address street 1
• DALLAS (company) — Business address city
• TX (company) — Business address state
• 75201 (company) — Business address zip
• Rosecliff Acquisition Corp I (company) — Former company name

Forward-Looking Statements

• Spectral AI, Inc. will likely issue new shares or allow existing shareholders to sell shares in the near future. (Spectral AI, Inc.) — high confidence, target: Within 6-12 months

FAQ

Industry Context

The filing is for Spectral AI, Inc., a company operating within the surgical and medical instruments & apparatus industry (SIC code 3841).

Regulatory Implications

The S-1 filing is a requirement under the Securities Act of 1933 for companies planning to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed business operations, financial projections, and risk factors.
2. Track subsequent SEC filings for updates on the offering price, number of shares, and effective date.
3. Research the company's management team and competitive landscape within the medical technology sector.

Key Dates

• 2024-01-05: Filing of S-1 Registration Statement — Indicates the company's intent to go public and provides initial disclosure.

Year-Over-Year Comparison

This is the initial S-1 filing for Spectral AI, Inc., so there is no prior filing to compare against.

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
• $2.53 — e closing price of our Common Stock was $2.53. 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

• fs12023_spectralaiinc.htm (S-1) — 8094KB
• fs12023ex5-1_spectralai.htm (EX-5.1) — 12KB
• fs12023ex23-2_spectralai.htm (EX-23.2) — 2KB
• fs12023ex23-3_spectralai.htm (EX-23.3) — 2KB
• fs12023ex-fee_spectralai.htm (EX-FILING FEES) — 16KB
• 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
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex23-2_001.jpg (GRAPHIC) — 3KB
• ex23-2_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-001552.txt (&nbsp;) — 26273KB
• mdai-20230930.xsd (EX-101.SCH) — 89KB
• mdai-20230930_cal.xml (EX-101.CAL) — 41KB
• mdai-20230930_def.xml (EX-101.DEF) — 427KB
• mdai-20230930_lab.xml (EX-101.LAB) — 688KB
• mdai-20230930_pre.xml (EX-101.PRE) — 431KB
• fs12023_spectralaiinc_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 filing on SEC EDGAR