Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

WARRANT

SPECTRAL AI, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Liqueous LP (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 18, 2024 (the “Issuance Date”) and on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spectral AI, Inc., a Delaware corporation (the “Company”), up to 725,000 shares (the “Warrant Shares”) of Common Stock The purchase price of one share of Common Stock under this Warrant shall be equal to the Purchase Price, as defined in Section 1.

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Agreement”), dated November 18, 2024, between the Company and the Holder. Provided notwithstanding the forgoing, for purposes of this Warrant, the following terms shall have the following meanings:

(a) “Business Day” means any day on which the Principal Market is open for trading including any day on which the Principal Market is open for trading for a period of time less than the customary time.

(b) “Common Stock” means the common stock, par value $0.0001 per share, of the Company.

(c) “Principal Market” means The NASDAQ Capital Market; provided, however, that in the event the Common Stock is ever not listed or traded on The NASDAQ Capital Market and is listed or traded on The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE MKT, the NYSE Arca or the OTC Bulletin Board (it being understood that as used herein “OTC Bulletin Board” shall also mean any successor or comparable market quotation system or exchange to the OTC Bulletin Board such as the OTCQB operated by the OTC Markets Group, Inc.), then the “Principal Market” shall mean such other market or exchange on which the Common Stock is then listed or traded.

(d) “Purchase Price” shall mean $1.36 per Warrant Share.

(e) “Transfer Agent” means Continental Stock Transfer & Trust Company, or such other Person who is then serving as the transfer agent for the Company in respect of the Common Stock.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto; and, within three (3) Business Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has exercised all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in exercises of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares exercisable hereunder in an amount equal to the applicable number of Warrant Shares exercised. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the exercise of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.001 per share, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. At the Holder’s sole discretion this Warrant may be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

d) Mechanics of Exercise.

i. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit/Withdrawal at Custodian (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Business Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, having been paid.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to exercise the unexercised Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the difference between the Purchase Price and the Exercise Price or round up to the next whole share.

iv. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

v. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. For purposes of the Warrant, “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the number of Warrants shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, such that the proportional number of Warrants shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (iii) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Warrant, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

c) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issuance Date set forth on the first page of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

d) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Agreement.

e) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.

f) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

g) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

h) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Pages Follow)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTICE OF EXERCISE

TO: SPECTAL AI, INC.

(1) The undersigned hereby elects to exercise _______ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

() Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

[SIGNATURE OF HOLDER]

Name of Investing Entity: Liqueous LP (To assign the foregoing warrant, execute this form and supply required information.

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_____] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Dated: ______________, _________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

Exhibit 5.1

Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com

March 4, 2025

Spectral AI, Inc.

2515 McKinney Avenue, Suite 1000

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as special counsel to Spectral AI, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of (a) 920,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), (b) 725,000 pre-funded warrants to purchase Common Stock at an exercise price equal to $0.01 share of Common Stock (the “Pre-Funded Warrants”), and (c) the shares of Common Stock underlying the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”), pursuant to that certain Purchase Notice dated November 15, 2024 (the “Purchase Notice”), delivered in accordance with that certain Securities Purchase Agreement dated November 18, 2024, by and between the Company and a certain investor party thereto (together with the Purchase Notice, the “Securities Purchase Agreement”).

The Shares and Pre-Funded Warrant Shares were offered and sold pursuant to the Company’s shelf-registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2024 (Registration No. 333-282681) (the “Registration Statement”), a base prospectus dated October 31, 2024 (the “Base Prospectus”) and the prospectus supplement dated November 18, 2024, filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have reviewed originals or copies of (a) the Registration Statement, (b) the Prospectus, (c) an executed copy of the Securities Purchase Agreement, (d) the certificate of incorporation and bylaws of the Company, as amended through the date hereof, and (e) certain resolutions of the board of directors of the Company or committees thereof. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable as a basis for the opinion set forth below.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein, we have relied upon statements and representations of officers and other representatives of the Company and public officials. We have also assumed, with respect to the issuance of the Shares, the amount of valid consideration paid in respect of such Shares will equal or exceed the par value of such Shares. We have not independently established the validity of the foregoing assumptions.

This opinion letter is limited to the federal laws of the United States of America, the laws of the State of New York and the Delaware General Corporation Law. We express no opinion, and make no statement, as to the laws, rules, or regulations of any other jurisdiction or as to the municipal laws or the laws, rules, or regulations of any local agencies or governmental authorities of or within the State of Delaware and New York, or as to any matters arising thereunder or relating thereto. We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue-sky laws of the various states to sales of the Shares.

Spectral AI, Inc.

March 4, 2025

Page 2

Based on, and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

The opinions set forth herein are given as of the date hereof, and we undertake no obligation to update or supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact or other circumstances that changes or may change our opinion set forth herein after the date hereof or for any other reason. We express no opinion, and make no statement, as to the applicability of any rights or obligations provided in the Securities Purchase Agreement in future transactions.

We consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated March 4, 2025. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of November 18, 2024, by and between Spectral AI, Inc., a Delaware corporation (the “Company”), and Liqueous LP, a Delaware limited partnership, with offices at 19790 W Dixie Hwy #1201, Aventura, FL 33180 (the “Purchaser”). The Purchaser and the Company, each a “Party” and collectively, the “Parties.”

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company and the Purchaser desire to enter into this transaction to purchase the securities outlined herein under an effective shelf registration statement on Form S-3 (Registration Number 333-282681) (the “Registration Statement”), which has approximately $5,000,000 in unallocated securities registered thereunder. This Registration Statement has been declared effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), by the United States Securities and Exchange Commission (the “SEC”);

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and, as applicable, pre-funded warrants to acquire Common Stock (the “Pre-Funded Warrants”), with an aggregate purchase amount of up to $5,000,000;

WHEREAS, the Purchaser may acquire Common Stock and Pre-Funded Warrants through one or more Closings by submitting one or more Purchase Notices (each, a “Purchase Notice”) based on the At-the-Market Value, which shall be confirmed on the day prior to the designated Closing Date and subject to repricing adjustments as outlined in this Agreement;

WHEREAS, the Common Stock and underlying shares issuable upon exercise of the Pre-Funded Warrants (collectively, the “Warrant Shares”) will be registered for resale by the Purchaser under the Registration Statement;

WHEREAS, each purchase of Common Stock and Pre-Funded Warrants will be limited to up to 4.99% of the outstanding Common Stock, with any balance exceeding such percentage acquired via Pre-Funded Warrants, exercisable at any time after issuance.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“At-the-Market Value” shall mean the lower of (i) the previous day’s closing price or (ii) the five (5) day average closing price as reported by Bloomberg or on the Nasdaq Capital Market’s website and in accordance with Nasdaq Rule 5635(d).

“Beneficial Ownership Limitation” means a limitation, not exceeding 4.99%, on the beneficial ownership of the Total Outstanding Shares owned by the Purchaser immediately following a Closing.

“Blanket Issuance Authorization” is an authorization granted by the Company’s board of directors permitting the issuance of shares equal to the total Commitment Amount, as outlined in this Agreement.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks and stock exchanges in New York City are authorized or required by law to close.

“Closing” means the completion of each purchase and sale of Securities pursuant to a Purchase Notice as described in Section 2.1.

“Closing Date” means the date(s) by which the Purchaser’s payment obligation must be fulfilled, provided that the following conditions have been met: (i) execution of all Transaction Documents, (ii) the Purchaser’s submission of a Purchase Notice and (iii) the Company’s delivery of Securities in accordance with the instructions provided on the preceding day.

“Commitment Amount” means the total dollar amount of the Company’s Securities that the Purchaser commits to purchase under the terms of this Agreement in an amount of up to $5,000,000 subject to the purchase limit of the Registration Statement.

“Commitment Period” means the period beginning on the Effective Date of this Agreement and ending on the earlier of (i) the date on which the Purchaser has purchased Securities equal to the Commitment Amount, (ii) the date on which the Registration Statement is no longer effective, or (iii) six (6) months from the effective date of this Agreement, unless extended or terminated earlier as per the terms of this Agreement.

“Common Stock” means the Company’s common stock, par value $0.0001 per share, and any class of securities into which such securities may hereafter be reclassified or changed.

“Daily Penalty” has the meaning set forth in Section 2.1.4(b).

“Delivery Failure” has the meaning set forth in Section 2.1.4, other than a Delivery Failure caused by an event pursuant to Section 5.8.

“DWAC” means the electronic transfer system used to deposit and withdraw securities at The Depository Trust Company in accordance with the Company’s Transfer Agent instructions.

“Effective Date” means the date on which this Agreement is executed by the Parties.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ITAI” means the Irrevocable Transfer Agent Instructions that allow the Purchaser to direct the issuance and transfer of the Securities pursuant to this Agreement, held in the Share Reservation Instructions.

“Legal Opinion” is a legal opinion provided by the Company’s counsel confirming the eligibility of the Share Issuances, as outlined in this agreement, under the effective Registration Statement and applicable laws.

“Medallion Signature Waiver” means a waiver that negates the need for a Medallion Signature guarantee for the Purchaser when transferring shares, accompanied by an indemnity provision favoring the Transfer Agent against any related claims.

“MNPI” has the meaning set forth in Section 3.2.1.

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Pre-Funded Warrant” means the warrants issued to the Purchaser in lieu of shares of Common Stock, as applicable, to comply with the Beneficial Ownership Limitation. Each Pre-Funded exercisable immediately upon issuance, at an exercise price of $0.001, in a form to be agreed between the Parties.

“Purchased Securities” means the total amount of Securities specified by the Purchaser in each Purchase Notice, based on the At-the-Market Value.

“Purchase Notice” means a formal notification, in form attached as Exhibit A hereto, by the Purchaser to the Company specifying the number of Securities to be purchased pursuant to the terms of this Agreement, within the limitations of the Commitment Amount.

“Purchase Price” means the applicable dollar amount of the Securities being purchased by Purchaser pursuant to an applicable Purchase Notice and calculated by multiplying the Purchased Shares by the current At-the- Market Value.

“Reliance Letter” is a directive provided by the Company’s counsel instructing for the Transfer Agent to rely on an external legal opinion, if required, regarding the validity of share issuances under this Agreement if deemed necessary by both parties.

“SEC” means the U.S. Securities and Exchange Commission.

“Share Reservation Instructions” means the obligation for the Company to reserve shares equivalent to the Commitment Amount within five (5) Business Days of signing this Agreement, confirmed by a statement from the Transfer Agent.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means any day on which the principal Trading Market is open for trading.

“Transaction Documents” mean this Agreement, the Purchase Notice, the Share Reservation Instructions, the ITAI, the Blanket Opinion Letter, the Blanket Issuance Authorization, and the Medallion Signature Waiver.

“Transfer Agent” means Continental Stock Transfer & Trust Co.

“Total Outstanding Shares” means the total number of issued and outstanding shares of the Company’s Common Stock as verified by the Transfer Agent at the time of Closing pursuant to this Agreement.

Exhibits:

Exhibit A – Purchase Notice

Exhibit B – Issuance Authorization

Exhibit C - Irrevocable Transfer Agent Instruction Letter & Medallion Signature Waiver

ARTICLE II

PURCHASE AND SALE OF SECURITIES

Exhibit D - Legal Opinion Letter Each Closing shall take place on the Business Day following the Company’s delivery of the Purchased Shares, as outlined in the applicable Exhibit A “Purchase Notice.” The Purchaser shall have the right to deliver a Purchase Notice to the Company at any time during the Commitment Period, provided that the Purchaser cannot deliver a Purchase Notice resulting in aggregate purchases exceeding $5,000,000. For purposes of the initial Closing, the calculation of the At-the-Market Value shall mean $1.38 per share; provided, however, if there is at least a 20% reduction in the price per share of the Company’s Common Stock on the Closing Day, the At-the-Market Value may be amended upon the mutual consent of the parties.

1. Delivery of Exhibit A: The Purchaser shall deliver a fully executed Exhibit A to the Company, directing the Company to deliver the applicable shares to the Purchaser through a rush DWAC based or DRS on the Purchaser’s instructions.

2. Transfer and Clearing: Upon receipt of Exhibit A, the Company shall instruct the Transfer Agent to credit the number of Purchased Securities to the Purchaser’s designated DWAC account.

3. Closing and Pricing: The Closing shall take place on the next business day after the shares have been delivered by the Transfer Agent. The Closing Values shall be confirmed based on the at-the-market price on the day of Closing.

The Parties hereby agree that each Purchase Notice shall be subject to the Beneficial Ownership Limitation, and that any Securities included on a Purchase Notice in excess of the Beneficial Ownership Limitation shall be delivered as Pre-Funded Warrants.

In the event that the Purchased Securities are not delivered within one (1) Business Day upon receipt of the Purchase Notice and payment of the Purchase Price (a “Delivery Failure”), the Purchaser shall be entitled to the following remedies, in its sole discretion:

In the event that the Purchaser fails to deliver the Purchase Price upon Closing, but the Securities have already been delivered to the Purchaser, the Company reserves the right to cancel the applicable Purchase Notice. Upon such cancellation, the Purchaser is required to remit the Purchased Securities to the Company’s Transfer Agent.

2.2.1. The Purchaser’s obligation to purchase the Securities is subject to each of the following conditions at or prior to each Closing:

2.3.1 The Company’s obligation to issue and sell the Shares is subject to the fulfillment of each of the following conditions at or prior to each Closing:

ARTICLE III

COVENANTS, REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to the Purchaser, acknowledging that the Purchaser is relying on these covenants and representations as a material inducement to enter into this Agreement:

The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate power and authority to enter into this Agreement, perform its obligations hereunder, and consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms.

The issuance of the Securities have been duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all liens and encumbrances.

The execution, delivery, and performance of this Agreement by the Company, including the issuance of the Securities, will not result in (i) a violation of the Company’s governing instruments, (ii) a breach of any agreement to which the Company is a party, or (iii) a violation of any law or governmental order applicable to the Company.

The Company is in compliance with all periodic reporting requirements of the SEC under the Exchange Act. The Company has filed all reports required to be filed under the Exchange Act and has not received any notification from the SEC or any other regulatory authority indicating any deficiency in compliance with applicable regulations.

The Company represents that it has reviewed and understands the Purchaser’s “Chinese Wall Policy” and has not, and will not, disclose any material non-public information (“MNPI”) that could impact the Purchaser’s ability to trade the Company’s stock. The Company shall promptly notify the Purchaser if it becomes aware of any inadvertent disclosure of MNPI and take all necessary actions to remediate the disclosure.

The Company shall at all times maintain a reserve from its duly authorized shares of Common Stock sufficient to enable the full issuance and exercise of the Securities under this Agreement.

The Company shall comply in all material respects with all applicable federal, state, and local laws and regulations, including securities laws, and shall maintain all licenses and permits necessary to conduct its business.

The Company’s execution and performance of this Agreement does not conflict with or violate any rights of any third party, including creditors and shareholders of the Company, or result in the creation of any lien or encumbrance on any assets or properties of the Company.

The Purchaser represents and warrants to the Company, acknowledging that the Company is relying on these covenants and representations as a material inducement to enter into this Agreement:

The Purchaser represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

The Purchaser has all necessary power and authority to enter into this Agreement, perform its obligations hereunder, and consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

The execution, delivery, and performance of this Agreement by the Purchaser do not (i) conflict with any governing documents of the Purchaser, (ii) breach any contract or agreement to which the Purchaser is a party, or (iii) violate any applicable law or governmental regulation.

The Purchaser shall comply with all applicable securities laws in connection with the purchase of Securities under this Agreement. The Purchaser represents that it understands the securities laws applicable to the purchase, holding, and disposition of the Securities.

The Purchaser acknowledges that it is not receiving any MNPI from the Company or any representative of the Company and agrees not to solicit MNPI from the Company or its representatives.

The Purchaser has had access to the Company’s filings with the SEC and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the transactions contemplated hereby, (ii) access to information about the Company sufficient to enable it to evaluate its investment, and (iii) the opportunity to obtain such additional information as it has deemed necessary to make an informed investment decision. With the exception of the covenants, representations and warranties of the Company contained in this Section 3, the Purchaser is not relying on any other statements, covenants, representations or warranties to enter in this Agreement.

The Purchaser represents that it was not solicited by any form of general solicitation or general advertising in connection with its purchase of the Securities, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast over television, radio, or the internet.

ARTICLE IV

RIGHTS AND ENTITLEMENTS

The Company shall have the following rights and entitlements under this Agreement:

The Company shall have the right to refuse any Purchase Notice or other instructions from the Purchaser if it determines, in good faith, that such notice or instruction does not comply with the terms of this Agreement or applicable securities laws. The Company shall notify the Purchaser in writing of the basis for any such refusal within one (1) Business Day of receipt of the Purchase Notice.

The Company shall have the right to verify the Purchaser’s compliance with applicable securities laws, including, but not limited to, determining the Purchaser’s adherence to accreditation standards. The Company shall conduct any such verification in a commercially reasonable manner and without undue interference with the Purchaser’s operations.

The Company shall have the right to withdraw or suspend the Registration Statement at any time due to changes in applicable securities laws, regulatory orders, or significant corporate events, provided that it promptly notifies the Purchaser and takes all reasonable actions to minimize any adverse effects on the Purchaser.

The Purchaser shall have the following rights and entitlements under this Agreement:

(i) Delivery of Offer Notice: The Company shall deliver a written notice (the “Offer Notice”) to Liqueous LP describing the proposed terms and conditions of the Additional Issuance, including the amount and type of securities, the price, and any other material terms.

(ii) Response Period: Purchaser shall have ten (10) Business Days from receipt of the Offer Notice to accept the Offer in whole or in part by delivering written notice to the Company.

(iii) Issuance to Third Parties: If Purchaser declines the Offer or does not respond within the ten (10) Business Day period, the Company may proceed with the Additional Issuance on terms no more favorable than those described in the Offer Notice. If the Company does not consummate the Additional Issuance within thirty (30) days after the expiration of the Response Period, the Additional Issuance shall be deemed a new issuance subject to the terms of this Section 4.2.1.b.

(i) Issuances in connection with mergers, acquisitions, joint ventures, licensing agreements, or other strategic partnerships approved by the Board of Directors;

(ii) Issuances pursuant to equity compensation plans approved prior to the Effective Date, provided such plans remain unamended during the Restricted Period;

(iii) Shares issued upon the valid conversion or exercise of securities outstanding as of the Effective Date, provided no terms of such securities are amended in any way that adversely affects Liqueous LP; or

(iv) Issuances of Common Stock or pre-funded warrants for an aggregate purchase price not exceeding $500,000, provided such issuance is first offered to Liqueous LP in accordance with Section 4.2.1.b.

(i) The date that is ten Business Days following the date on which the Purchaser has purchased securities equal to the Commitment Amount under this Agreement.

ARTICLE V

MISCELLANEOUS

Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be resolved through binding arbitration. The arbitration shall be conducted in New York County, New York before a single arbitrator experienced in securities matters, in accordance with the commercial arbitration rules of the [American Arbitration Association then in effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Each Party’s aggregate liability to the other Party arising out of or relating to this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the Commitment Amount. In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits or business opportunities, even if advised of the possibility of such damages.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Both Parties agree to submit to the exclusive jurisdiction of the state and federal courts located within New York County, New York for the purposes of enforcing any arbitration award under this Agreement or for any other actions not subject to arbitration.

This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all prior negotiations, discussions, agreements, and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties.

If any provision or portion of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable, such provision in any other jurisdiction. The remaining provisions of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be amended or replaced by a valid, enforceable provision that most closely achieves the Parties’ original intent.

No waiver by either Party of any breach or non-fulfillment of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach or non-fulfillment, and no waiver shall be effective unless it is in writing and signed by the waiving Party.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered via electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) if such delay or failure is due to events beyond the reasonable control of the affected Party, including acts of God, fire, flood, war, terrorism, government action, labor disputes, or other similar events.

All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the Party to be notified, (ii) when sent by email or facsimile if sent during regular business hours of the recipient, or (iii) one (1) Business Day after deposit with a reputable overnight courier, specifying next-day delivery, with written verification of receipt. Notices shall be sent to the respective Parties at the addresses set forth below or to such other address as may be designated by a Party in writing.

The headings in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Securities Purchase Agreement as of the Execution Date.

EXHIBIT A

PURCHASE NOTICE

This Purchase Notice is issued pursuant to the Securities Purchase Agreement dated 11/18/2024 (the “Agreement”) by and between Spectral AI, Inc. (the “Company”) and Liqueous LP (the “Purchaser”). Defined terms herein shall have the meanings ascribed to them in the Agreement.

At The Market Value:  $1.38

Delivery Instructions: Pursuant to Article 2, the Company shall DWAC the 920,000 shares of Common Stock to the Purchaser’s settlement instructions below.

DWAC Instructions:

Account Name:

Broker Name:

DTC Participant#:

Account Number:

EIN:

12