Spectral AI, Inc.

8-K · ea0292962-8k_spectral.htm iXBRL

0001833498

 2026-05-29
 2026-05-29

 0001833498

 MDAI:CommonStockParValue0.0001PerShareMember

 2026-05-29
 2026-05-29

 0001833498

 MDAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf2.75PerShareMember

 2026-05-29
 2026-05-29

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

   UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 PURSUANT TO SECTION 13 OR 15(D) OF THE

 SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported):
 May 29, 2026

  

 SPECTRAL
AI, INC.

 (Exact name of registrant as specified in its charter)

  

 Delaware
  
 001-40058
  
 85-3987148

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (I.R.S. Employer

Identification No.)

  

 2515 McKinney Avenue , Suite 1000

 Dallas , Texas

  
 75201

 (Address of principal executive offices)
  
 (Zip Code)

  

 ( 972 ) 499-4934

 (Registrant’s telephone number, including
area code)

  

 Not Applicable

 (Former name or former address, if changed since
last report)

  

 Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
  
 Trading Symbols
  
 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share
  
 MDAI
  
 The Nasdaq Stock Market LLC

 Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $2.75 per share
  
 MDAIW
  
 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☒

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

   

 Item
5.07 Submission of Matters to a Vote of Security Holders

  

 The 2026 Annual
Meeting (the “ Annual Meeting ”) of Stockholders of the Company was held on May 29, 2026. A total of 31,823,985 shares
of the Company’s Common Stock, par value $0.0001 per share (“ Common Stock ”), were eligible and entitled to vote at
the Annual Meeting and a total of 17,267,570 shares of the Company’s Common Stock were represented at the Annual Meeting (or 54.30% of
the eligible shares). The matters voted on at the Annual Meeting were as follows:

  

 1.
 Proposal 1 : Election of Directors:

  

 The following individuals,
each of whom was nominated for election to the Board of Directors (the “ Board ”) by the Company, were elected by the
stockholders at the Annual Meeting for a term of one year expiring at the 2027 Annual Meeting of stockholders.

  

 Name  
 Votes

 For    
 Votes

 Against    
 Abstentions    
 Broker

 Non-Votes  

 J. Michael DiMaio  
   10,157,155    
   -    
   1,087,280    
   6,023,135  

 Richard Cotton  
   10,020,873    
   -    
   1,223,562    
   6,023,135  

 Martin Mellish  
   10,916,549    
   -    
   327,886    
   6,023,135  

 Deepak Sadagopan  
   11,061,892    
   -    
   182,543    
   6,023,135  

 Marion Snyder  
   10,916,357    
   -    
   328,078    
   6,023,135  

  

 The nomination of
each of the above-mentioned directors was made by the Board. Dr. DiMaio, Mr. Cotton, Mr. Mellish, Mr. Sadagopan and Ms. Snyder were each
completing their previous term as members of the Board since their election at the Company’s 2025 Annual Meeting.

   

 2.
 Proposal 2 : (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm:

  

 The stockholders voted at
the Annual Meeting to ratify the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm
for fiscal year 2026.

  

 Votes For    
 Votes Against    
 Abstentions    
 Broker Non-Votes  

   16,980,334    
   15,679    
   271,557    
   -  

  

 3.
 Proposal 3 : To authorize, for purposes of Nasdaq Marketplace Rule 5635(d), the reservation and issuance of shares of common stock of the Company, par value $0.0001 per share for sale to Hudson Bay Master Fund Ltd. pursuant to that certain Securities Purchase Agreement, dated October 24, 2025 (the “Purchase Agreement”) at the purchase price per share as determined pursuant to the Purchase Agreement (the “Hudson Bay Proposal”).

  

 The stockholders voted at
the Annual Meeting to approve the Hudson Bay Proposal.

  

 Votes For    
 Votes Against    
 Abstentions    
 Broker Non-Votes  

   9,272,055    
   1,838,069    
   134,311    
   6,023,135  

  

 1

  

 Item
7.01. Regulation FD Disclosure.

  

 On June 1, 2026, the Company issued a press release
announcing the results of the Annual Meeting, 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.

  

 Item 9.01. Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit No.
  
 Description

 99.1
  
 Press Release issued by Spectral AI, Inc. on June 1, 2026

 104
  
 Cover Page Interactive Data File (formatted as Inline XBRL).

  

 2

  

 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: June 1, 2026

  

  
 SPECTRAL AI, INC.

  
  

  
 By:
 /s/ Vincent S. Capone

  
 Name: 
 Vincent S. Capone

  
 Title:
 Chief Executive Officer

   

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