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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 28, 2025
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 $11.50 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 2025 Annual Meeting (the "Annual Meeting") of Stockholders of the Company was held on May 28, 2025. A total of 25,588,121 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 15,551,068 shares of the Company’s Common Stock were represented at the Annual Meeting (or 60.77% 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 2026 Annual Meeting of stockholders.
| Name | Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
||||
| J. Michael DiMaio | 7,261,770 | - | 2,724,040 | 5,565,258 | ||||
| Colin Bristow | 9,965,672 | - | 20,138 | 5,565,258 | ||||
| Richard Cotton | 9,965,951 | - | 19,859 | 5,565,258 | ||||
| Martin Mellish | 9,965,908 | - | 19,902 | 5,565,258 | ||||
| Deepak Sadagopan | 9,940,048 | - | 45,762 | 5,565,258 | ||||
| Marion Snyder | 9,961,474 | - | 24,336 | 5,565,258 |
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 2024 Annual Meeting. Mr. Bristow was nominated by the Board in connection with the 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 KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,375,895 | 164,026 | 11,147 | - |
Item 7.01. Regulation FD Disclosure.
On May 29, 2025, 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 May 29, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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: May 29, 2025
| SPECTRAL AI, INC. | ||
| By: | /s/ Vincent S. Capone | |
| Name: | Vincent S. Capone | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Spectral AI Announces Voting Results from 2025 Annual Meeting of Stockholders
DALLAS, TX - May 29, 2025 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, announced results from its 2025 Annual Meeting of Stockholders held earlier today. A total of 15,551,068 shares representing 60.8% of the Company’s total shares outstanding were represented at the meeting, either in person or by proxy. Both of the proposals set forth by the Company were approved by its stockholders.
The voting results are detailed below. Six directors were elected to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders:
| ● | Colin Bristow, a medical doctor and Head of Healthcare and Life Sciences of SIM IP |
| ● | Richard Cotton, Chairman of the Company’s Audit Committee |
| ● | Dr. J. Michael DiMaio, MD, a founder of the Company and Chairman of the Board of Directors |
| ● | Martin Mellish, founding director of Aspen Advisory Services Ltd. |
| ● | Deepak Sadagopan, Business Lead, Value Based Platform at Risant Health |
| ● | Marion Snyder, a Senior Director of Corporate Accounts at Shockwave Medical |
The Company’s stockholders also ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.
About Spectral AI
Spectral AI, Inc. is a Dallas-based predictive AI company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, with initial applications involving patients with burns. The Company is working to revolutionize the management of wound care by “Seeing the Unknown®” with its DeepView® System. The DeepView® System is being developed as a predictive device to offer clinicians an objective and immediate assessment of a burn wound’s healing potential prior to treatment or other medical intervention. With algorithm-driven results and a goal of exceeding the current standard of care in the future, the DeepView® System is expected to provide fast and accurate treatment insight towards value care by improving patient outcomes and reducing healthcare costs. For more information about the DeepView® System, visit www.spectral-ai.com.
Forward-Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s strategy, plans, objectives, initiatives and financial outlook. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements.
Investors should carefully consider the foregoing factors, and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s filings with the SEC, including the Registration Statement and the other documents filed by the Company. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
For Media and Investor Relations, please contact:
David Kugelman
Atlanta Capital Partners LLC
(866) 692-6847 Toll Free - U.S. & Canada
(404) 281-8556 Mobile and WhatsApp
Email: dk@atlcp.com