Spectral AI, Inc. Files S-1 Registration Statement

TL;DR

<b>Spectral AI, Inc. has filed an S-1 registration statement, signaling its intent to offer securities to the public.</b>

AI Summary

Spectral AI, Inc. (MDAIW) filed a IPO Registration (S-1) with the SEC on April 10, 2024. Spectral AI, Inc. has filed an S-1 registration statement with the SEC. The filing was made on April 10, 2024. The company's principal executive offices are located at 2515 McKinney Ave, Suite 1000, Dallas, Texas 75201. The telephone number for the company is (972) 499-4934. The company was formerly known as Rosecliff Acquisition Corp I, with a name change effective November 23, 2020.

Why It Matters

For investors and stakeholders tracking Spectral AI, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for a public offering, indicating Spectral AI, Inc. is preparing to raise capital or allow existing shareholders to sell their stakes. The filing provides detailed information about the company's business, financial condition, and management, which is crucial for potential investors to assess the risks and opportunities.

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 standard procedural document for companies planning to go public or conduct a public offering, and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price range, and use of proceeds, to assess investment potential.

Key Numbers

• S-1 — Form Type (Registration Statement)
• 333-278610 — SEC File Number (Registration number)
• 24836503 — Film Number (SEC film number)
• 1933 — SEC Act (Securities Act of 1933)

Key Players & Entities

• Spectral AI, Inc. (company) — Registrant name
• SEC (regulator) — Securities and Exchange Commission
• 2024-04-10 (date) — Filing date
• 2515 McKinney Ave, Suite 1000, Dallas, Texas 75201 (address) — Principal executive offices
• (972) 499-4934 (phone) — Business phone number
• Rosecliff Acquisition Corp I (company) — Former company name
• 2020-11-23 (date) — Date of name change
• Peter M. Carlson (person) — Chief Executive Officer

FAQ

Industry Context

The filing is a standard S-1 registration statement, a procedural document required by the SEC for companies intending to offer securities to the public.

Regulatory Implications

The S-1 form is a registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies that intend to offer their securities to the public. It requires extensive disclosure of business and financial information.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business descriptions.
2. Track subsequent SEC filings for updates on the public offering details (e.g., share price, number of shares).
3. Research Spectral AI, Inc.'s business model and market position to understand the potential of its offerings.

Key Dates

• 2024-04-10: Filing of S-1 Registration Statement — Indicates intent for public offering.
• 2020-11-23: Name Change — Formerly Rosecliff Acquisition Corp I.

Year-Over-Year Comparison

This is the initial S-1 filing for Spectral AI, Inc. as a public entity, following its name change from Rosecliff Acquisition Corp I.

Key Financial Figures

• $0.0001 — 7 shares of our common stock, par value $0.0001 per share (the "Common Stock") of Spect
• $30,000,000 — ckholder. However, we may receive up to $30,000,000 aggregate gross proceeds from sales of
• $2.24 — e closing price of our Common Stock was $2.24. Investing in our securities involves
• $0 — f the Company's common stock, par value $0.0001, after the Business Combination.
• $280 million — ealing potential. We have received over $280 million of U.S. Government contracts, including
• $30.0 million — as the right to sell to Yorkville up to $30.0 million of its shares of common stock, par valu
• $12.5 million — an aggregate principal amount of up to $12.5 million (each a "Pre -Paid Advance" and collect
• $5.0 million — rch 20, 2024 in the principal amount of $5.0 million with a fixed conve

Filing Documents

• ea0203464-01.htm (S-1) — 4846KB
• ea020346401ex5-1_spectral.htm (EX-5.1) — 12KB
• ea020346401ex23-2_spectral.htm (EX-23.2) — 4KB
• ea020346401ex-fee_spectral.htm (EX-FILING FEES) — 10KB
• timage_001.jpg (GRAPHIC) — 711KB
• timage_002.jpg (GRAPHIC) — 358KB
• timage_003.jpg (GRAPHIC) — 587KB
• timage_004.jpg (GRAPHIC) — 326KB
• timage_005.jpg (GRAPHIC) — 576KB
• timage_006.jpg (GRAPHIC) — 526KB
• timage_007.jpg (GRAPHIC) — 15KB
• tkpmg_logo.jpg (GRAPHIC) — 30KB
• tkpmg_sign.jpg (GRAPHIC) — 25KB
• tspectral_logo.jpg (GRAPHIC) — 56KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex23-2_001.jpg (GRAPHIC) — 10KB
• ex23-2_002.jpg (GRAPHIC) — 4KB
• 0001213900-24-031907.txt (&nbsp;) — 20229KB
• mdai-20231231.xsd (EX-101.SCH) — 60KB
• mdai-20231231_cal.xml (EX-101.CAL) — 32KB
• mdai-20231231_def.xml (EX-101.DEF) — 294KB
• mdai-20231231_lab.xml (EX-101.LAB) — 573KB
• mdai-20231231_pre.xml (EX-101.PRE) — 310KB
• ea0203464-01_htm.xml (XML) — 1692KB

USE OF PROCEEDS

USE OF PROCEEDS 60 Determination of Offering Price 60 STANDBY EQUITY PURCHASE AGREEMENT 61 Market Information for Common Stock and Dividend Policy 68

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 69

Business

Business 80 Management 111 Executive and Director Compensation 118 Certain Relationships and Related Party Transactions 123 Beneficial Ownership of Securities 125 Selling Stockholder 127

Description of Securities

Description of Securities 128 Restrictions on Resale of Securities 134 PLAN OF DISTRIBUTION 135 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES NON-U.S. HOLDERS 137 EXPERTS 141 LEGAL MATTERS 141

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