0001213900-23-096535 | S-1/A | XBRL Viewer

Stock-Based Compensation (Details) - Schedule of RSAs Activities	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Schedule Of Rsas Activities Abstract
Number of Shares, Nonvested, beginning balance \| shares	30,318
Weighted Average Grant Date Fair Value per Share,Nonvested beginning balance \| $ / shares	$ 1.07
Number of Shares,Vested \| shares	(30,318)
Weighted Average Grant Date Fair Value per Share, Vested \| $ / shares	$ 1.07
Number of Shares, Nonvested ending balance \| shares
Weighted Average Grant Date Fair Value per Share, Nonvested ending balance \| $ / shares

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Measurements [Line Items]

FAIR VALUE MEASUREMENTS

4. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, by level within the fair value hierarchy (in thousands):

	Fair value measured as of September 30, 2023
	Fair value at September 30, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant liabilities	$	1,149	$	1,096	$	—	$	53

	Fair value measured as of December 31, 2023
	Fair value at December 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant liabilities	$	129	$	—	$	—	$	129

There were no transfers between Level 1, 2 or 3 during the three and nine months ended September 30, 2023 and 2022.

Fair values of cash, accounts receivable, accounts payable, accrued expenses and short-term debt are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The fair value of the Public Warrants, which trade in active markets, is based on quoted market prices and classified in Level 1 of the fair value hierarchy. The Angel Warrants are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market.

The following table presents changes in Level 3 liabilities measured at fair value for the three and nine months ended September 30, 2023 and 2022 (in thousands):

Balance – January 1, 2023	$	129
Change in fair value		(16	)
Balance – March 31, 2023	$	113
Change in fair value		81
Balance – June 30, 2023	$	194
Change in fair value		(141	)
Balance – September 30, 2023	$	53

Balance – January 1, 2022	$	186
Change in fair value		(66	)
Balance – March 31, 2022	$	120
Change in fair value		38
Balance – June 30, 2022	$	158
Change in fair value		(22	)
Balance – September 30, 2022	$	136

Both observable and unobservable inputs were used to determine the fair value of warrants that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:

	September 30, 2023			December 31, 2022
Strike price (per share)	$	7.60		$	7.60
Contractual term (years)		3.7			4.5
Volatility (annual)		70.0	%		72.6	%
Risk-free rate		4.5	%		4.0	%
Dividend yield (per share)		0.0	%		0.0	%

Rosecliff Acquisition Corp I [Member]

Fair Value Measurements [Line Items]

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The fair value hierarchy (see Note 2) is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

At December 31, 2022 and 2021, assets held in the Trust Account were comprised of $4,626,107 in cash and $253,027,240 money market funds that primarily invested in U.S. Treasury Securities at fair market value, respectively. During the years ended December 31, 2022 and 2021, the Company withdrew $1,034,596 and $0 of interest to pay its tax obligations, respectively. Total holdings in cash as of December 31, 2022 is $4,626,107 during the year ended December 31, 2022.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2022		Level	December 31, 2021
Assets:
Investments held in Trust Account – Money Market Funds primarily invested in U.S. Treasury Securities	1	$	—	1	$	253,027,240

Description	Level	December 31, 2022		Level	December 31, 2021
Liabilities:
Warrant Liability – Public Warrants	2	$	253,000	1	$	6,493,666
Warrant Liability – Private Placement Warrants	2	$	141,200	2	$	3,648,976

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying December 31, 2022 and 2021 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants in the statements of operations.

The Company initially valued its Private Placement Warrants, on February 17, 2021, as Level 3 utilizing a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology and subsequently valued the Private Placement Warrants as Level 2 through December 31, 2021, with changes in fair value recognized in the statements of operations.

The estimated fair value of the Private Placement Warrant liabilities was determined using Level 2 inputs on December 31, 2022 and 2021. As of December 31, 2022, the Public Warrants were classified as Level 2 in the fair value hierarchy due to low trading volume. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 measurement during the year ended December 31, 2022 was $506,000. On December 31, 2021 the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants previously transferred from a Level 3 measurement to a Level 1 fair value measurement for the year ended December 31, 2021 was $6,831,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement for the year ended December 31, 2021 was $2,588,667. There was no transfer during the year ended December 31, 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Net Loss Per Common Share (Details) - Schedule of Computation of Net Loss Per Common Share - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Computation of Net Loss Per Common Share [Abstract]
Common stock options	4,519,195	4,418,871
Common stock warrants	8,507,311	73,978
Unvested restricted stock units	58,197
Unvested restricted stock		54,566
Potentially dilutive securities	13,084,703	4,547,415

Stock-Based Compensation (Details) - Schedule of Stock Options Activity - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023
Schedule Of Stock Options Activity Abstract
Stock Options, Outstanding Beginning Balance	3,503,790
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 2.06
Weighted Average Remaining Contractual Life, Outstanding Beginning Balance	7 years 3 months 18 days
Aggregate Intrinsic Value, Outstanding Beginning Balance	$ 6,831
Stock Options, Options granted	253,250
Weighted Average Exercise Price, Options granted	$ 4.68
Stock Options, Options forfeited	(15,844)
Weighted Average Exercise Price,Options forfeited	$ 3.68
Stock Options, Options cancelled	(20,368)
Weighted Average Exercise Price, Options cancelled	$ 1.95
Stock Options, Options exercised	(126,247)
Weighted Average Exercise Price, Options exercised	$ 2.16
Stock Options, Outstanding Ending Balance	3,594,581
Weighted Average Exercise Price, Outstanding Ending Balance	$ 2.22
Weighted Average Remaining Contractual Life, Outstanding Ending Balance	6 years 9 months 18 days
Aggregate Intrinsic Value, Outstanding Ending Balance	$ 2,823
Stock Options, Options vested and exercisable	2,847,580
Weighted Average Exercise Price, Options vested and exercisable	$ 1.74
Weighted Average Remaining Contractual Life, Options vested and exercisable	6 years 3 months 18 days
Aggregate Intrinsic Value, Options vested and exercisable	$ 2,752

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
Stockholders’ Deficit (Details) - $ / shares	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	80,000,000	80,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	13,127,472	15,688,268
Common stock outstanding	13,127,472	15,688,268
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001
Rosecliff Acquisition Corp I [Member]
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Percentage of common stock issued and outstanding	20.00%
Rosecliff Acquisition Corp I [Member] \| Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	80,000,000		80,000,000
Common stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Temporary equity shares issued	458,716		25,300,000
Temporary equity shares outstanding	458,716		25,300,000
Common stock outstanding
Percentage of common stock issued and outstanding	98.20%
Rosecliff Acquisition Corp I [Member] \| Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000		20,000,000
Common stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares issued	6,325,000		6,325,000
Common stock outstanding	6,325,000		6,325,000

Initial Public Offering (Details) - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022 shares
Initial Public Offering (Details) [Line Items]
Price per share	10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Proceeds from issuance of underwriters	25,300,000
Sale of stock proposed public offering	3,300,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share	11.5

Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Warrant liabilities	$ 1,149	$ 129
Quoted prices in active markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Warrant liabilities	1,096
Significant unobservable inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Warrant liabilities	$ 53	$ 129

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accrued Expenses [Abstract]

ACCRUED EXPENSES

6. ACCRUED EXPENSES

Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022 (in thousands):

	September 30, 2023		December 31, 2022
Salary and wages	$	1,403	$	1,135
Transaction costs		1,000		—
Operating expenses		619		736
Benefits		803		650
Taxes		158		110
Total accrued expenses	$	3,983	$	2,631

Condensed Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares authorized	80,000,000
Common stock, shares outstanding	13,127,472
Common stock, shares issued	13,127,472
ROSECLIFF ACQUISITION CORP I
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
ROSECLIFF ACQUISITION CORP I \| Class A Common Stock
Common stock subject to possible redemption	458,716	25,300,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.44	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares outstanding
ROSECLIFF ACQUISITION CORP I \| Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares outstanding	6,325,000	6,325,000
Common stock, shares issued	6,325,000	6,325,000

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
General and administrative	$ 5,638,000	$ 3,478,000	$ 15,499,000	$ 9,207,000
Operating loss	(4,166,000)	(251,000)	(10,055,000)	(878,000)
Other income (expense):
Net interest income	42,000	2,000	128,000	1,000
Foreign exchange transaction loss, net	(24,000)	(51,000)	(11,000)	(255,000)
Other expense		(17,000)
Change in fair value of warrant liability	1,069,000	22,000	1,004,000	50,000
Transaction costs	(7,604,000)		(8,342,000)
Total other income (expense), net	(6,517,000)	(44,000)	(7,221,000)	(204,000)
Loss before income taxes	(10,683,000)	(295,000)	(17,276,000)	(1,082,000)
Income tax benefit (provision)	54,000	(85,000)	(32,000)	(91,000)
Net loss	$ (10,629,000)	$ (380,000)	$ (17,308,000)	$ (1,173,000)
Weighted average common shares outstanding
Weighted average shares outstanding (in Shares)	13,822,990	13,145,834	13,410,287	13,127,825
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.77)	$ (0.03)	$ (1.29)	$ (0.09)
Research and development revenue	$ 3,440,000	$ 7,038,000	$ 12,769,000	$ 19,272,000
Cost of revenue	(1,968,000)	(3,811,000)	(7,325,000)	(10,943,000)
Gross profit	1,472,000	3,227,000	5,444,000	8,329,000
Operating costs and expenses:
Total operating costs and expenses	$ 5,638,000	$ 3,478,000	$ 15,499,000	$ 9,207,000
Rosecliff Acquisition Corp I
General and administrative					$ 1,251,036	$ 3,420,593
Operating loss					(1,251,036)	(3,420,593)
Other income (expense):
Change in fair value of warrant liability					9,748,442	1,683,358
Transaction costs						(438,283)
Interest earned on investment held in Trust Account					3,155,965	27,240
Total other income (expense), net					12,904,407	1,272,315
Loss before income taxes					11,653,371	(2,148,278)
Income tax benefit (provision)					(614,297)
Net loss					$ 11,039,074	$ (2,148,278)
Rosecliff Acquisition Corp I \| Class A Common Stock
Weighted average common shares outstanding
Weighted average shares outstanding (in Shares)					25,095,264	21,972,877
Basic and diluted net income (loss) per share (in Dollars per share)					$ 0.35	$ (0.08)
Rosecliff Acquisition Corp I \| Class B Common Stock
Weighted average common shares outstanding
Weighted average shares outstanding (in Shares)					6,325,000	6,216,507
Basic and diluted net income (loss) per share (in Dollars per share)					$ 0.35	$ (0.08)

Leases (Details) - Schedule of Non-Cancelable Operating Lease $ in Thousands	Sep. 30, 2023 USD ($)
Schedule Of Non Cancelable Operating Lease Abstract
Three months ending December 31, 2023	$ 208
Year ending December 31, 2024	894
Total	1,102
Less: imputed interest	(61)
Operating lease liabilities	$ 1,041

Stockholders’ Deficit	9 Months Ended	12 Months Ended
Stockholders’ Deficit	Sep. 30, 2023	Dec. 31, 2022
Stockholders’ Deficit [Line Items]
STOCKHOLDERS’ DEFICIT	10. STOCKHOLDERS’ EQUITY In conjunction of the Closing, the Company’s certificate of incorporation was amended and restated to authorize the issuance of 80,000,000 shares of Company Common Stock, $0.0001 par value and 1,000,000 shares of preferred stock, $0.0001 par value (the “Company Preferred Stock”).
Rosecliff Acquisition Corp I [Member]
Stockholders’ Deficit [Line Items]
STOCKHOLDERS’ DEFICIT		NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued and outstanding. Class A Common Stock — The Company is authorized to issue 80,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 458,716 and 25,300,000 shares of Class A common stock, respectively, issued and outstanding, which are presented as temporary equity. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 6,325,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash	$ 7,348,000	$ 14,174,000
Accounts receivable, net	1,312,000	2,294,000
Prepaid expenses	1,755,000	331,000
Inventory	220,000
Total current assets	11,356,000	17,687,000
Unbilled revenue	127,000	618,000
Other current assets	594,000	270,000
Total Assets	12,331,000	18,716,000
Accrued expenses	3,983,000	2,631,000
Accounts payable	3,275,000	2,759,000
Deferred revenue	795,000
Lease liabilities, short-term	813,000	680,000
Notes payable	632,000	175,000
Total current liabilities	10,647,000	6,374,000
Lease liabilities, long-term	228,000	346,000
Warrant liabilities	1,149,000	129,000
Total Liabilities	10,875,000	6,720,000
STOCKHOLDERS’ DEFICIT
Preferred stock, value
Common stock, value	2,000	1,000
Additional paid-in capital	30,696,000	23,929,000
Accumulated deficit	(29,242,000)	(11,934,000)
Total stockholders’ equity	1,456,000	11,996,000	$ 13,753,000
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	12,331,000	18,716,000
Non-current assets:
Property and equipment, net	14,000	21,000
Right-of-use assets	$ 961,000	1,008,000
ROSECLIFF ACQUISITION CORP I
ASSETS
Cash		785,038	769,432
Prepaid expenses		153,575	313,125
Total current assets		938,613	1,082,557
Investments and cash held in Trust Account		4,626,107	253,027,240
Total Assets		5,564,720	254,109,797
Accrued expenses		3,352,296	2,908,800
Accrued offering costs			12,000
Income taxes payable		255,297
Due to Sponsor		16,152	16,152
Total current liabilities		3,623,745	2,936,952
Warrant liabilities		394,200	10,142,642
Deferred underwriting fee payable		8,855,000	8,855,000
Total Liabilities		12,872,945	21,934,594
Commitments and contingencies
Class A common stock subject to possible redemption		4,787,977	253,000,000
STOCKHOLDERS’ DEFICIT
Preferred stock, value
Additional paid-in capital
Accumulated deficit		(12,096,835)	(20,825,430)
Total stockholders’ equity		(12,096,202)	(20,824,797)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT		5,564,720	254,109,797
ROSECLIFF ACQUISITION CORP I \| Class A Common Stock
STOCKHOLDERS’ DEFICIT
Common stock, value
ROSECLIFF ACQUISITION CORP I \| Class B Common Stock
STOCKHOLDERS’ DEFICIT
Common stock, value		$ 633	$ 633

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Measurements (Tables) [Line Items]

Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis

	Fair value measured as of September 30, 2023
	Fair value at September 30, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant liabilities	$	1,149	$	1,096	$	—	$	53

	Fair value measured as of December 31, 2023
	Fair value at December 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant liabilities	$	129	$	—	$	—	$	129

Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis

Balance – January 1, 2023	$	129
Change in fair value		(16	)
Balance – March 31, 2023	$	113
Change in fair value		81
Balance – June 30, 2023	$	194
Change in fair value		(141	)
Balance – September 30, 2023	$	53

Balance – January 1, 2022	$	186
Change in fair value		(66	)
Balance – March 31, 2022	$	120
Change in fair value		38
Balance – June 30, 2022	$	158
Change in fair value		(22	)
Balance – September 30, 2022	$	136

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:

	September 30, 2023			December 31, 2022
Strike price (per share)	$	7.60		$	7.60
Contractual term (years)		3.7			4.5
Volatility (annual)		70.0	%		72.6	%
Risk-free rate		4.5	%		4.0	%
Dividend yield (per share)		0.0	%		0.0	%

Rosecliff Acquisition Corp I [Member]

Fair Value Measurements (Tables) [Line Items]

Schedule of Assets and Liabilities That Are Measured At Fair Value on a Recurring Basis

Description	Level	December 31, 2022		Level	December 31, 2021
Assets:
Investments held in Trust Account – Money Market Funds primarily invested in U.S. Treasury Securities	1	$	—	1	$	253,027,240

Description	Level	December 31, 2022		Level	December 31, 2021
Liabilities:
Warrant Liability – Public Warrants	2	$	253,000	1	$	6,493,666
Warrant Liability – Private Placement Warrants	2	$	141,200	2	$	3,648,976

Recapitalization (Details)	9 Months Ended
Recapitalization (Details)	Sep. 30, 2023 USD ($) shares
Recapitalization (Details) [Line Items]
Business combination, net liabilities	$ 2,400,000
Business combination, issued	33,333
transaction costs	7,600,000
Accounts payable	1,400,000
Accrued expenses	1,000,000
Business Combination, Acquired Receivable, Fair Value	$ 1,800,000
Shares Held in Employee Stock Option Plan, Committed-to-be-Released (in Shares) \| shares	566,667
Business Combination, Consideration Transferred, Liabilities Incurred	$ 700,000
Agreement obligation amount	$ 1,300,000
Agreement term	2 years
Legacy Spectral [Member]
Recapitalization (Details) [Line Items]
Business combination, issued	$ 400,000
transaction costs	800,000
Registration Rights Agreements [Member]
Recapitalization (Details) [Line Items]
Agreement obligation amount	$ 3,000,000
Commited of shares issued (in Shares) \| shares	400,000
Series of Individually Immaterial Business Acquisitions [Member]
Recapitalization (Details) [Line Items]
Business combination, fair value	$ 200,000
Legacy Spectral [Member]
Recapitalization (Details) [Line Items]
Business combination, fair value	$ 2,600,000

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
Description of Organization and Business Operations	Sep. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Line Items]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. ORGANIZATION, NATURE OF BUSINESS AND LIQUIDITY Business Combination Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp I (“Spectral AI” or the “Company”) was formed as a blank check company on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 11, 2023, the Company consummated a business combination (the “Business Combination”), pursuant to the business combination agreement dated April 11, 2023 (the “Business Combination Agreement”) by and among the Company, Ghost Merger Sub I, a Delaware Corporation, Ghost Merger Sub II, a Delaware corporation and Spectral MD Holdings, Ltd., a Delaware corporation incorporated on March 9, 2009 and headquartered in Dallas, Texas (“Legacy Spectral”). Upon closing of the Business Combination (the “Closing”), in sequential order: (a) Ghost Merger Sub I merged with and into the Legacy Spectral, with Legacy Spectral continuing as the surviving company as a wholly owned subsidiary of the Company (the “Spectral Merger”) and then, (b) Legacy Spectral merged with and into Ghost Merger Sub II (renamed Spectral MD Holdings LLC) (the “SPAC Merger”, together with the Spectral Merger (the “Business Combination”)), with Ghost Merger Sub II surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company. See Note 3. Upon the Closing, the Company changed its name from Rosecliff Acquisition Corp I to Spectral AI, Inc. In conjunction with the Business Combination, the Company cancelled the redeemable warrants that it issued to Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), in a private placement (the “Private Warrants”) in connection with the Company’s initial public offering on February 17, 2021 (the “Initial Public Offering”) at Closing, but the 8,433,333 redeemable warrants issued to the public in the Initial Public Offering (the “Public Warrants”) remain outstanding. Prior to the Business Combination, Rosecliff had 280,485 shares of Class A common stock, par value $0.0001 per share, issued and outstanding and held by public shareholders (the “Public Shares”) and 6,325,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding and held by the Sponsor (the “Sponsor Shares”). Upon the Closing, 5,445,000 of the Sponsor Shares were forfeited, in accordance with a letter agreement with the Sponsor, and the remaining 880,000 Sponsor Shares and 280,485 Public Shares, no longer designated Class A and Class B, were included in shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”). Prior to the Business Combination, Legacy Spectral’s shares of common stock, par value $0.001 per share (“Legacy Spectral Common Stock”) were listed on the AIM market on the London Stock Exchange (delisted on September 7, 2023). In September 2023, prior to the Closing, Legacy Spectral issued 7,679,198 shares of Legacy Spectral Common Stock to certain investors in a private placement, in exchange for $3.4 million (the “Equity Raise”).Upon the Closing, all of Legacy Spectral’s issued and outstanding 145,380,871 shares of Legacy Spectral Common Stock, including the shares from the Equity Raise, were exchanged for 14,094,450 shares of Company Common Stock at an exchange ratio of 10.31 (the “Exchange Ratio”), meaning that the Company issued one share of Company Common Stock in exchange for 10.31 shares of Legacy Spectral Common Stock. On September 12, 2023, the Company began trading the Company Common Stock and the Public Warrants on the NASDAQ Capital Market (“NASDAQ”) under the symbols “MDAI” and “MDAIW”, respectively. Prior to the Business Combination, the Company’s shares of Company Common Stock and Public Warrants were listed on the NASDAQ under the symbols “RCLF” and “RCLFW”, respectively. Nature of Operations Spectral AI is devoting substantially all of its efforts towards research and development of its DeepView® Wound Imaging System, currently focused on burn wounds and diabetic foot ulcer (“DFU”) indications, specifically engineered to allow physicians to make a more accurate, timely and informed decision for treatment options. The Company has not generated any product revenue to date. The Company currently generates revenue from contract development and research services by providing such services to governmental agencies, primarily to the Biomedical Advanced Research and Development Authority (“BARDA”) and under a contract with Medical Technology Enterprise Consortium (“MTEC”). In September 2023, the Company executed its third contract with BARDA for a multi-year Project BioShield (“PBS”) contract, valued at up to approximately $149 million. This multi-year contract includes an initial award of nearly $55 million to support the clinical validation and FDA clearance of DeepView® for commercial marketing and distribution purposes. The Company is also completing the second contract with BARDA, referred to as BARDA Burn II, which was signed in July 2019 and is due to be completed in July 2024. Under this contract, the Company expects to further the DeepView System design, develop the AI algorithm, and take the necessary steps to obtain FDA approval for its DeepView GEN 3 System. In April, 2023, the Company received a $4.0 million grant from MTEC for a project that is expected to be completed by April 2025 (the “MTEC Agreement”). The MTEC project is for the development of a handheld device for the DeepView System which is to be used to support military battlefield burn evaluation. The project has three phases, beginning with planning, design and testing, followed by development, design modification and buildout of the handheld device, and then the manufacturing of the handheld device. The Company operates in one segment. Liquidity As of September 30, 2023 and December 31, 2022, the Company had approximately $7.3 million and $14.2 million, respectively, in cash, and an accumulated deficit of $29.2 million and $11.9 million, respectively. The Company has historically funded its operations through the issuance of notes and the sale of preferred stock and common stock. Together with the new PBS BARDA Contract, executed in September 2023, for a total value of up to $149 million, the Company’s total potential support from BARDA is nearly $250 million if all future options are executed. The base phase of the PBS BARDA Contract, valued at $55 million, was exercised concurrently with the contract award in September 2023. To date, for the 2013 and 2019 BARDA contracts, the Company has committed funding of $101 million of which the Company has received $99 million. In April, 2023, we received a $4.0 million grant under the MTEC Agreement. See Research and Development Revenue below. With the PBS BARDA Contract and the MTEC Agreement, the Company believes it will have sufficient working capital to fund operations for at least one year beyond the release date of the condensed consolidated financial statements.
Rosecliff Acquisition Corp I [Member]
Description of Organization and Business Operations [Line Items]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS		NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rosecliff Acquisition Corp I (the “Company”) is a blank check company incorporated in Delaware on November 17, 2020. The Company was formed for the purpose of effecting an initial Business Combination. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 25,300,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,706,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Rosecliff Acquisition Sponsor I LLC (the “Sponsor”) generating gross proceeds of $7,060,000, which is described in Note 4. Transaction costs amounted to $14,373,127, consisting of $5,060,000 in cash underwriting fees, $8,855,000 in deferred underwriting fees, and $458,127 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by the Expiration Date (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until the Expiration Date to complete the Business Combination. If the Company has not completed a Business Combination by the Expiration Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination by the Expiration Date. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination by the Expiration Date. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Expiration Date. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination by the Expiration Date, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Extension of the Expiration Date In connection with the Company’s special meeting of stockholders held on December 21, 2022, the Company’s stockholders approved (A) the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must either (i) consummate the initial Business Combination, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A common stock, and all of the shares of Class B common stock, included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024 and (B) the proposal to amend the amended and restated certificate of incorporation to eliminate the Redemption Limitation in order to allow the Company to redeem shares of Class A common stock irrespective of whether such redemption would exceed the Redemption Limitation. The redemption of funds from the trust account occurred on December 27, 2022, approved by the stockholders on December 21, 2022, when the trustee, CST, transferred the whole amount of the trust to an intermediary account in the custody of trustee to be distributed to redeeming stockholders on December 28, 2022. Liquidity and Going Concern As of December 31, 2022, the Company had $785,038 in its operating bank account and a working capital deficit of $2,847,001. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliated of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU (“ASU”) 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until the Expiration Date to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might result from the outcome of this uncertainty. The Company intends to complete a proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by the Expiration Date. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Expiration Date.

Recapitalization (Tables)

9 Months Ended

Sep. 30, 2023

Recapitalization [Abstract]

Schedule of Recapitalization

The following table provides the elements of the Business Combination and reconciles these elements to the condensed consolidated statements of stockholders’ equity and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023:

Cash	$	660
Other current assets		127
Accounts payable		(860	)
Accrued expenses		(277	)
Warrant liabilities		(2,024	)
Net assets assumed in exchange for common stock		(2,374	)
Less: Cash		(660	)
Non-cash net assets assumed in exchange for common stock	$	(3,034	)

Research and Development Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Research and Development Revenue [Abstract]

Schedule of Research and Development Revenue

For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues disaggregated by the major sources was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
BARDA	$	3,055	$	6,903	$	12,018	$	18,866
Other U.S governmental authorities		385		135		751		406
Total revenue	$	3,440	$	7,038	$	12,769	$	19,272

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2022
Rosecliff Acquisition Corp I [Member]
Initial Public Offering [Line Items]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,300,000 Units, which includes a full exercise by the underwriter of their overallotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10).

Fair Value Measurements (Details) - Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Schedule Of Financial Liabilities That Are Measured At Fair Value On ARecurring Basis Abstract
Balance beginning	$ 194	$ 113	$ 129	$ 158	$ 120	$ 186
Change in fair value	(141)	81	(16)	(22)	38	(66)
Balance ending	$ 53	$ 194	$ 113	$ 136	$ 158	$ 120

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Operating Lease

The following table summarizes quantitative information about the Company’s operating leases for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating cash flows from operating leases	$	208		$	159		$	536		$	472
Right-of-use assets exchanged for operating lease liabilities	$	—		$	—		$	483		$	624
Weighted average remaining lease term (in years)		1.3			0.4			1.3			0.4
Weighted average discount rate		8.5	%		6.7	%		8.5	%		6.7	%

Schedule of General and Administrative Expense

The following table provides the components of the Company’s lease cost included in general and administrative expense in the condensed consolidated statement of operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating leases
Operating lease cost	$	205	$	132	$	597	$	396
Variable lease cost		92		45		256		78
Operating lease expense		297		177		853		474
Short-term lease rent expense		41		—		69		—
Total rent expense	$	338	$	177	$	922	$	474

Schedule of Non-Cancelable Operating Lease

As of September 30, 2023, future minimum payments under the non-cancelable operating leases under ASC 842 were as follows (in thousands):

Three months ending December 31, 2023	$	208
Year ending December 31, 2024		894
Total		1,102
Less: imputed interest		(61	)
Operating lease liabilities	$	1,041

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

11. STOCK-BASED COMPENSATION

Each option and warrant to purchase common stock of Legacy Spectral was converted into an option and warrant, respectively, to purchase Spectral AI’s common stock based on the Exchange Ratio, with corresponding adjustments to the exercise price. Accordingly, the options and warrants to purchase 46,592,862 and 762,712, respectively, shares of the common stock of Legacy Spectral were converted into options and warrants to purchase 4,519,191 and 73,978, respectively, shares of Spectral AI’s common stock. Legacy Spectral’s 600,000 RSUs were converted into 58,196 Spectral AI RSUs, based on the Exchange Ratio.

2018 Long Term Incentive Plan

On July 24, 2018, Legacy Spectral’s Board of Directors adopted the 2018 Long Term Incentive Plan (the “2018 Plan”) which permits granting of incentive stock options (they must meet all statutory requirements), non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, and other cash-based or stock-based awards. Pursuant to the 2018 Plan, stock options must expire within 10 years and must be granted with exercise prices of no less than the fair value of the common stock on the grant date, as determined by Legacy Spectral’s Board of Directors. As of September 30, 2023, 3,720,089 shares of common stock were authorized for issuance under the 2018 Plan, of which 47,036 remain available for issuance. See Note 15.

2022 Long Term Incentive Plan

On September 27, 2022, Legacy Spectral’s stockholders approved the adoption of the 2022 Long Term Incentive Plan (the “2022 Plan”) which permits granting of incentive stock options (they must meet all statutory requirements), non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, and other cash-based or stock-based awards. Pursuant to the 2022 Plan, stock options must expire within 10 years and must be granted with exercise prices of no less than the fair value of the common stock on the grant date, as determined by Legacy Spectral’s Board of Directors. As of September 30, 2023, 1,939,864 shares of common stock were authorized for issuance under the 2022 Plan, of which 1,792,918 remain available for issuance. See Note 15.

Restricted Stock Awards

The RSAs generally vest over four years. A summary of RSA activities for the nine months ended September 30, 2023 are presented below:

	Number of Shares		Weighted Average Grant Date Fair Value per Share US$
Nonvested as of January 1, 2023	30,318		$	1.07
Vested	(30,318	)	$	1.07
Nonvested as of September 30, 2023	—		$	—

Restricted Stock Units

The RSUs generally vest over three years. A summary of RSU activities for the nine months ended September 30, 2023 are presented below:

	Number of Shares	Weighted Average Grant Date Fair Value per Share US$
Nonvested as of January 1, 2023	—	$	—
Granted	58,197	$	4.65
Nonvested as of September 30, 2023	58,197	$	4.65

Stock Options

The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Legacy Spectral’s stock became publicly traded on July 22, 2021 on the AIM, and lacks company-specific historical and implied volatility information. Therefore, Legacy Spectral estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Legacy Spectral’s stock options for employees has been determined utilizing the simplified method by taking an average of the vesting periods and the original contractual terms for each award. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the US. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that Legacy Spectral has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

In applying the Black Scholes option pricing model, the Company used the following assumptions for stock options granted in the nine months ended September 30, 2023:

	Nine Months Ended September 30, 2023
Exercise price (per share)	$	4.68
Expected term (years)		6.0
Volatility (annual)		72	%
Risk-free rate		3.6	%
Dividend yield (per share)		0	%

A summary of stock options activity for the nine months ended September 30, 2023 is presented below:

	Stock Options		Weighted Average Exercise Price US$		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2023	3,503,790		$	2.06	7.3	$	6,831
Options granted	253,250		$	4.68
Options forfeited	(15,844	)	$	3.68
Options cancelled	(20,368	)	$	1.95
Options exercised	(126,247	)	$	2.16
Outstanding as of September 30, 2023	3,594,581		$	2.22	6.8	$	2,823
Options vested and exercisable as of September 30, 2023	2,847,580		$	1.74	6.3	$	2,752

The Company recorded stock-based compensation expense for stock options, RSUs and restricted stock awards of $0.3 million and $1.0 million for the three and nine months ended September 30, 2023, respectively, and $0.2 million and $0.9 million for the three and nine months ended September 30, 2022, respectively, in general and administrative expenses in the condensed consolidated statements of operations.

As of September 30, 2023, there was approximately $1.5 million and $0.2 million of unrecognized stock-based compensation related to stock option grants and restricted stock unit grants, respectively, that will be amortized over a weighted average period of 1.1 years and 1.2 years, respectively.

During the year ended December 31, 2018, the Company granted of 973,803 stock options to investors (the “Investor Options”) that were approved by the Board of Directors outside of the 2018 Plan, of which 939,024 Investor Options were outstanding as of December 31, 2022. During September 30, 2023, 34,779 of the Investor Options were exercised and the remaining 904,245 Investor Options are outstanding and will expire in November 2023. The Investor Options have an exercise price of $2.06 per share. As of September 30, 2023, there is no unrecognized stock-based compensation expense related to the Investor Options.

As of September 30, 2023, the Company has outstanding stock options, issued to an investor, to purchase 20,369 shares of the Company’s common stock (the “ASC 815 Options”) at a price of $1.96 per share that expire in December 2023. The ASC 815 Options have a grant date fair value of $2.17 per share and are equity-classified stock options in accordance with ASC 815.

Private Placement (Details) - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
IPO [Member]
Private Placement (Details) [Line Items]
Proceeds from issuances of warrants (in Shares) \| shares	4,706,667
Private Placement [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 1.5
Aggregate purchase price (in Dollars) \| $	$ 7,060,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 11.5

Leases (Details) - Schedule of Operating Lease - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule Of Operating Lease Abstract
Operating cash flows from operating leases	$ 208	$ 159	$ 536	$ 472
Right-of-use assets exchanged for operating lease liabilities			$ 483	$ 624
Weighted average remaining lease term (in years)	1 year 3 months 18 days	4 months 24 days	1 year 3 months 18 days	4 months 24 days
Weighted average discount rate	8.50%	6.70%	8.50%	6.70%

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A
Numerator:
Allocation of net income (loss)	$ 8,816,873	$ (1,674,526)
Denominator:
Basic weighted average shares outstanding	25,095,264	21,972,877
Basic net income (loss) per share of common stock	$ 0.35	$ (0.08)
Class B
Numerator:
Allocation of net income (loss)	$ 2,222,201	$ (473,752)
Denominator:
Basic weighted average shares outstanding	6,325,000	6,216,507
Basic net income (loss) per share of common stock	$ 0.35	$ (0.08)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Commitments and Contingencies	9 Months Ended	12 Months Ended
Commitments and Contingencies	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
Rosecliff Acquisition Corp I [Member]
Commitments and Contingencies [Line Items]
COMMITMENTS AND CONTINGENCIES		NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other counties have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Inflation Reduction Act of 2022 On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Termination of the Previously Announced Business Combination Agreement On March 11, 2022, the Company, GT Gettaxi Listco, GT Gettaxi Limited, GT Gettaxi SPV, GT Gettaxi Merger Sub 1, Gett Merger Sub, Inc., and Dooboo Holding Limited, and Merger Sub entered into a Termination of the Business Combination Agreement pursuant to which the parties mutually agreed to terminate the Business Combination Agreement, effective immediately. As per the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2021, the Company requested that the target’s management undertake a thorough analysis of its financial projections. Following the conclusion of that process, and extensive mutual efforts to negotiate an appropriate valuation adjustment, both parties agreed to terminate the Business Combination Agreement. As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is of no further force and effect, and certain transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Investors’ Rights Agreement, dated as of November 9, 2021, and to be effective as of the closing of the Business Combination, by and among the Company, a Delaware limited liability company, and certain holders, will either be terminated or no longer be effective, as applicable, in accordance with their respective terms. The Company intends to continue to pursue the consummation of a Business Combination with an appropriate target.

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2018	Dec. 31, 2022
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation (in Dollars)	$ 0.2		$ 0.2
Weighted average period			1 year 2 months 12 days
Stock options, options granted			253,250
Investor options outstanding	3,594,581		3,594,581			3,503,790
Investor options exercised			126,247
Investor options are outstanding	58,197		58,197
Exercise price (in Dollars per share)	$ 2.22		$ 2.22			$ 2.06
2018 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock, authorized issuance	3,720,089		3,720,089
Stock remain available for issuance	47,036		47,036
Weighted average period			1 year 1 month 6 days
Stock options, options granted					973,803
Investor options outstanding						939,024
Investor options exercised			34,779
Exercise price (in Dollars per share)	$ 2.06		$ 2.06
Purchase shares	20,369		20,369
Grant date fair value (in Dollars per share)			$ 2.17
2022 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock, authorized issuance	1,939,864		1,939,864
Stock remain available for issuance	1,792,918		1,792,918
Legacy Spectral [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			46,592,862
Parent Company [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			4,519,191
Parent Company [Member] \| 2018 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Price per share (in Dollars per share)	$ 1.96		$ 1.96
General and Administrative Expense [Member]
Stock-Based Compensation (Details) [Line Items]
Stock-based compensation expense (in Dollars)		$ 0.2		$ 0.9
Warrant [Member] \| Legacy Spectral [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			762,712
Warrant [Member] \| Parent Company [Member]
Stock-Based Compensation (Details) [Line Items]
Purchase common stock			73,978
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Stock-based compensation expense (in Dollars)	$ 0.3		$ 1.0
Restricted Stock Units (RSUs) [Member] \| Legacy Spectral [Member]
Stock-Based Compensation (Details) [Line Items]
Restricted Stock units			600,000
Restricted Stock Units (RSUs) [Member] \| Parent Company [Member]
Stock-Based Compensation (Details) [Line Items]
Restricted Stock units			58,196
Share-Based Payment Arrangement [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock-based compensation (in Dollars)	$ 1.5		$ 1.5
Share-Based Payment Arrangement [Member] \| 2018 Long Term Incentive Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Investor options are outstanding	904,245		904,245

Related Party Transactions (Details) - Rosecliff Acquisition Corp I [Member] - USD ($)		1 Months Ended	12 Months Ended
	Feb. 11, 2021	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Shares of subject to forfeiture (in Shares)			825,000
Issued outstanding percentage			20.00%
Sponsor			$ 16,152	$ 0
Sponsor total amount	$ 10,000
Incurred expenses			120,000	110,000
Administrative fees			230,000	$ 110,000
Working capital loan			$ 1,500,000
Warrant price per share (in Dollars per share)			$ 1.5
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description			The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid		$ 25,000
Founder Shares [Member] \| Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		5,750,000
Stock split, description	the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding.

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs - Level 3 [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Strike price (per share) (in Dollars per share)	$ 7.6	$ 7.6
Contractual term (years)	3 years 8 months 12 days	4 years 6 months
Volatility (annual)	70.00%	72.60%
Risk-free rate	4.50%	4.00%
Dividend yield (per share)	0.00%	0.00%

Income Tax (Details) - Schedule of Net Deferred Tax Assets - Rosecliff Acquisition Corp I [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward	$ 142	$ 41,741
Start up/organization expenses	926,866	671,005
Total deferred tax assets	927,008	712,746
Valuation allowance	(927,008)	(712,746)
Deferred tax asset, net of allowance

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Summary of Significant Accounting Policies [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Legacy Spectral was determined as the accounting acquirer and the Company as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Spectral issued stock for the net assets of the Company. Upon the Closing, the net assets of the Company are stated at fair value, with no goodwill or other intangible assets recorded. See Note 3.

Legacy Spectral was determined to be the accounting acquiror based on evaluation of the following facts and circumstances:

(i) Legacy Spectral’s former shareholders have a majority of the voting power of Spectral AI;

(ii) Legacy Spectral’s senior management comprises all of the senior management of Spectral AI;

(iii) Legacy Spectral selected five of the six directors for the Board of Directors of Spectral AI;

(iv) Legacy Spectral’s relative size of assets and operations compared to Rosecliff; and

(v) Legacy Spectral’s operations comprise the ongoing operations of Spectral AI.

All historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Legacy Spectral at their historical values as if Legacy Spectral is the predecessor to the Company. The unaudited condensed consolidated financial statements following the Closing reflect the results of the combined entity’s operations.

All issued and outstanding shares of Legacy Spectral Common Stock and warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) of Legacy Spectral and the per share amounts contained in the unaudited condensed consolidated financial statements for the periods presented prior to the Closing have been retroactively restated to reflect the Exchange Ratio (as defined in Note 3).

Unaudited Interim Condensed Financial Statements

The accompanying condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. The interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

These interim condensed consolidated financial statements should be read in conjunction with Legacy Spectral’s annual consolidated financial statements for the year ended December 31, 2022 included in the Company’s Form S-4/A filed with the Securities and Exchange Commission (“SEC”) on August 11, 2023.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Spectral MD Holdings LLC, Spectral MD Inc. and Spectral MD UK Ltd. (“Spectral MD UK”). Significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts

of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, revenue recognition, warrant liabilities, stock-based compensation expense, stock issued for transaction costs, the net realizable value of inventory, right-of-use assets and income tax valuation allowances. Actual results could differ from these estimates.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash is held in US financial institutions.

Accounts Receivable, Net and Unbilled Revenue

Accounts receivable represent amounts due from US government agencies pursuant to research and development contracts associated with the Company’s DeepView® Wound Imaging System.

The Company evaluates the collectability of its receivables based on a variety of factors, including the length of time the receivables are past due, the financial health of its customers and historical experience. Based upon the review of these factors, the Company recorded no allowance for doubtful accounts as of September 30, 2023 and December 31, 2022.

The Company records unbilled revenue when revenue is recognized prior to billing customers.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to credit risk consist principally of cash and accounts receivable. Primarily all cash is held in US financial institutions which, at times, exceed federally insured limits. The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash.

Additional credit risk is related to the Company’s concentration of receivables. As of September 30, 2023 and December 31, 2022, receivables were concentrated from one customer (which is a US. government agency) representing 87% and 96% of total net receivables, respectively. No allowance for doubtful accounts were recorded as of September 30, 2023 and December 31, 2022.

One customer (which is a U.S. government agency) accounted for 89% and 94% for the three and nine months ended September 30, 2023, respectively, and 98% for each of the three and nine months ended September 30, 2022 of the recognized research and development revenue.

Inventory

Inventory is comprised of finished goods, purchased from a third-party manufacturer, and is stated at the lower of cost (average cost) or net realizable value. For the three and nine months ended September 30, 2023, the Company did not have write-downs for obsolete inventory.

Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using

a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1	—	Unadjusted quoted prices in active markets that are assessable at the measurement date for identical, unrestricted assets or liabilities.
Level 2	—	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	—	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Foreign Currency

The reporting currency for the condensed consolidated financial statements of the Company is the US dollar. The functional currency of the Company and its wholly owned subsidiaries Spectral MD Holdings LLC and Spectral MD, Inc. is the US dollar. The functional currency of Spectral MD UK is its local currency, the British pound. The assets and liabilities of Spectral MD UK are translated into US. dollars at exchange rates in effect at the end of each reporting period, and the revenues and expenses are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income as a component of stockholders’ equity. As of September 30, 2023 and December 31, 2022, the Company’s translation adjustments are not material.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated at exchange rates in effect at the balance sheet date. Resulting unrealized gains and losses are included in other income (expense), net in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023 the Company recorded approximately $24,000 and $11,000, respectively, of net foreign exchange transaction losses. For the three and nine months ended September 30, 2022, the Company recorded approximately $0.1 million and $0.3 million, respectively, of net foreign exchange transaction losses primarily related to the Company’s bank account denominated in British Pounds and accounts payable denominated in British Pounds.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recorded in the condensed consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments at the rate implicit in the lease or the Company’s incremental borrowing rate factoring the term of the lease. The incremental borrowing rate used by the Company is an estimate of the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its noncollateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the amount of lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the requirement to capitalize right-of-use assets and liabilities as an accounting policy election.

During the three and nine months ended September 30, 2023 and 2022, the Company did not have any financing leases.

Warrant Liabilities

On September 11, 2023, in conjunction with the Business Combination, the Company assumed the Public Warrants which have an exercise price of $11.50 per share, are exercisable 30 days after the Business Combination and expire five years after the Business Combination or upon redemption. The Company may redeem the Public Warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of Public Warrants. As of September 30, 2023, there are 8,433,333 Public Warrants Outstanding.

In September 2021, Legacy Spectral issued 73,978 warrants, with a strike price of $7.60 and a five-year life, to SP Angel Corporate Finance LLP (“SP Angel”), who acted as nominated adviser and broker to the Company for the purposes of the AIM Rules (“Angel Warrants”). In conjunction with the Business Combination, the Angel Warrants were converted into warrants to purchase Company Common Stock based on the Exchange Ratio. As of September 30, 2023, there are 73,978 warrants to purchase Company Common Stock outstanding.

The Company accounts for its Public Warrants and the Angel Warrants as derivative liabilities in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company recognizes the instruments as liabilities at fair value, determined using the closing price of the observable market quote in an active market (the NASDAQ) for the Public Warrants and the Black-Scholes option-pricing model for the Angel Warrants, and adjusts the instruments to fair value at the end of each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, redeemed or expired, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations within other income (expense).

Research and Development Revenue

The Company recognizes revenue when the Company’s customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company generates research and development revenue, primarily from the contracts with BARDA and MTEC. Each contract for BARDA and MTEC has a single performance obligation.

The contracts with BARDA are cost-plus-fee contracts associated with development of certain product candidates. Revenues from these reimbursable contracts are recognized as costs are incurred, generally based on allowable costs incurred during the period, plus any recognizable earned fee.

The MTEC Agreement provides for installment payments after the completion of milestone events. The installment payments are considered variable consideration as the entitlement depends on successful completion of research, however, the payments are not constrained from inclusion in the transaction price as it not probable that a significant reversal of cumulative revenue will be reversed when the underlying uncertainty is resolved. Revenue for the MTEC Agreement is recognized over time based upon the cost-to-cost measure of progress, using this input method to measure progress as the customer has the benefit of access to the development research under these projects and therefore benefits from the Company’s performance incrementally as research and development activities occur under each project. The Company measures progress of performance by comparing the actual costs incurred to-date to the total estimated cost of the project. The Company will adjust the measure of progress at the end of each reporting period and reflect any changes to the estimated cost of the project on a prospective basis.

The Company elected the practical expedient not to adjust the transaction price for the effects of a significant financing component as the period between performance (satisfaction of a performance obligation) and payment is one year or less. Payments from customers are generally received within 30 days of when the invoice is sent.

The Company records deferred revenue when the customers have been billed prior to recognizing revenue.

Research and Development Expense

The Company expenses research and development costs as incurred. These expenses include salaries for research and development personnel, consulting fees, product development, pre-clinical studies, clinical trial costs, and other fees and costs related to the development of the technology. For the three months ended September 30, 2023 and 2022, research and development expense was $3.6 million and $4.3 million, respectively, of which $2.0 million and $3.8 million, respectively, is related to the BARDA and MTEC contracts and included in cost of revenue and $1.6 million and $0.5 million, respectively, is included in general and administrative expenses. For the nine months ended September 30, 2023 and 2022, research and development expense was $11.3 million and $12.2 million, respectively, of which $7.3 million and $10.9 million, respectively, is related to the BARDA and MTEC contracts and included in cost of revenue and $4.0 million and $1.3 million, respectively, is included in general and administrative expenses.

Stock-Based Compensation

The Company accounts for all stock-based payments to employees and non-employees, including grants of stock options, RSUs, RSAs and stock options with non-market performance conditions (“PSOs”) based on their respective grant date fair values. The Company estimates the fair value of stock option grants and PSOs using the Black-Scholes option pricing model. The RSUs and RSAs are valued based on the fair value of the Company’s common stock on the date of grant. The assumptions used in calculating the fair value of the Company’s stock and stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses stock-based compensation related to stock options, RSUs and RSAs over the requisite service period. As the PSOs have performance conditions, compensation expense is recognized for each award if and when the Company’s management deems it probable that the performance conditions will be satisfied. Forfeitures are recorded as they occur. Compensation previously recorded for unvested equity awards that are forfeited is reversed upon forfeiture. The Company expenses stock-based compensation to employees over the requisite service period, on a straight-line basis, based on the estimated grant-date fair value of the awards.

Income Taxes

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has no uncertain tax positions as of September 30, 2023 and December 31, 2022 that qualify for either recognition or disclosure in the condensed consolidated financial statements under this guidance.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the condensed consolidated statements of operations. The Company did not have any interest and penalties during the three and nine months ended September 30, 2023 and 2022 and did not have any interest or penalties accrued as of September 30, 2023.

Comprehensive Loss

Comprehensive loss is equal to net loss as presented in the condensed consolidated statements of operations, as the Company did not have any material other comprehensive income or loss for the periods presented.

Net Loss per Share of Common Stock

Basic net loss share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock adjusts basic earnings per share for the potentially dilutive impact of unvested restricted stock, stock options and warrants. Securities having an anti-dilutive effect on diluted net earnings per share are excluded from the calculation. The dilutive effect of the unvested restricted stock and stock options is calculated using the treasury stock method. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

Recently Adopted Accounting Standards

In September 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses, which was subsequently amended by ASU 2018-19 and ASU 2019-10. This standard requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this standard on January 1, 2023, with no impact on its condensed consolidated financial statements and related disclosures.

In September 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The FASB is issuing this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this update are effective for the Company on January 1, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed consolidated financial statements.

Rosecliff Acquisition Corp I [Member]

Summary of Significant Accounting Policies [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial

statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $785,038 and $769,432 of cash as of December 31, 2022 and 2021, respectively, and no cash equivalents.

Investment and Cash Held in Trust Account

As of December 31, 2022, all of assets held in the Trust Account were held in cash. As of December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2022, the Company withdrew $1,034,596 of interest earned on investment held in the Trust Account to pay its tax obligations and $250,522,502 in Trust Account in connection with redemption. The Company presents its investments in money market funds on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’

equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 458,716 and 25,300,000, respectively, shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

On December 21, 2022, stockholders elected to redeem an aggregate of 24,841,284 ($250,522,502 value) of shares of Class A common stock, representing approximately 98.2% of the issued and outstanding shares of Class A common stock.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(7,590,000	)
Class A common stock issuance costs		(13,934,844	)
Plus:
Accretion of carrying value to redemption value		21,524,844
Class A common stock subject to possible redemption, December 31, 2021	$	253,000,000
Plus:
Accretion of carrying value to redemption value		2,310,479
Less:
Redemption of Class A common stock		(250,522,502	)
Class A common stock subject to possible redemption, December 31, 2022	$	4,787,977

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants in accordance with the guidance in ASC 480 and ASC 815 and determined that the warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Accordingly, the Company recognizes the 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The Public Warrants are valued by the closing price of the observable market quote in an active market. The Private Placement Warrants are valued using an observable market quote for a similar asset in an active market (See Notes 8 and 10).

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022 and 2021, the 13,140,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended December 31, 2022 and 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock.

The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):

	For the Years Ended December 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	8,816,873	$	2,222,201	$	(1,674,526	)	$	(473,752	)
Denominator:
Basic and diluted weighted average shares outstanding		25,095,264		6,325,000		21,972,877			6,216,507
Basic and diluted net income (loss) per share of common stock	$	0.35	$	0.35	$	(0.08	)	$	(0.08	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Warrants (Details) - Rosecliff Acquisition Corp I [Member] - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Term of warrants	5 years
Redemption of warrants, description	Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
Initial business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	8,433,333	8,433,333
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	4,706,667	4,706,667
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Redemption of warrants, description	Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:• in whole and not in part;• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock;• if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and• if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Stock-Based Compensation (Details) - Schedule of Black Scholes Option Pricing Model	9 Months Ended
	Sep. 30, 2023 $ / shares
Schedule Of Black Scholes Option Pricing Model Abstract
Exercise price (per share) (in Dollars per share)	$ 4.68
Expected term (years)	6 years
Volatility (annual)	72.00%
Risk-free rate	3.60%
Dividend yield (per share)	0.00%

Subsequent Events (Details) - shares	Nov. 30, 2023	Oct. 31, 2023	Sep. 30, 2023	Jan. 22, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Shares issued			15,688,268		13,127,472
Excess stock authorized	8,000,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued		10,069,748
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued		566,667
Subsequent Event [Member] \| Rosecliff Acquisition Corp I [Member]
Subsequent Events (Details) [Line Items]
Minimum publicly held shares				500,000
Public Warrants [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued		8,433,231

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) - Rosecliff Acquisition Corp I [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) [Line Items]
Weighted average shares outstanding diluted	25,095,264	21,972,877
Net income (loss) per share of common stock diluted	$ 0.35	$ (0.08)
Class B
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) [Line Items]
Weighted average shares outstanding diluted	6,325,000	6,216,507
Net income (loss) per share of common stock diluted	$ 0.35	$ (0.08)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Recapitalization

9 Months Ended

Sep. 30, 2023

Recapitalization [Abstract]

RECAPITALIZATION

3. RECAPITALIZATION

As discussed in Note 1, on September 11, 2023, the Company consummated the Business Combination, with Legacy Spectral surviving the merger as a wholly-owned subsidiary of the Company.

On the date of the Business Combination, the Company recorded net liabilities of $2.4 million, with an offsetting decrease to additional paid-in capital. The following table provides the elements of the Business Combination and reconciles these elements to the condensed consolidated statements of stockholders’ equity and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023:

Cash	$	660
Other current assets		127
Accounts payable		(860	)
Accrued expenses		(277	)
Warrant liabilities		(2,024	)
Net assets assumed in exchange for common stock		(2,374	)
Less: Cash		(660	)
Non-cash net assets assumed in exchange for common stock	$	(3,034	)

Upon the Closing, the Company issued 33,333 shares of Company Common Stock, with a fair value of $0.2 million, to settle an assumed liability to the Sponsor as a payment for an administrative fee.

The Company recorded transaction costs, consisting of legal, accounting and other professional services incurred by Legacy Spectral related to the Business Combination, of $7.6 million (the “Transaction Costs”), in other income (expense) in the condensed consolidated statement of operations for the three and nine months ended September 30, 2023 and no costs were capitalized. As of September 30, 2023, $1.4 million and $1.0 million of the Transaction Costs are included accounts payable and accrued expenses, respectively. The remaining $5.2 million of Transaction Costs included $0.8 million in cash paid for transaction costs, the issuance of 400,000 shares of Company Common Stock with a fair value of $1.8 million and the commitment to issue 566,667 shares of Company Common Stock with an aggregate fair value of $2.6 million (the “Committed Stock”). See Note 15.

The commitments to issue shares in exchange for Committed Stock obligation is equity-classified in accordance with ASC 815 as they are freestanding contracts that will be settled in shares of Company Common Stock. Accordingly, the Company recorded the Committed Stock obligations based on the fair value of the Company Common Stock upon the Closing and will not remeasure this obligation at any reporting dates or upon issuance of the shares.

Prior to the Business Combination the Company incurred $0.7 million of transaction costs, included in other income (expense) in the condensed consolidated statement of operations for the nine months ended September 30, 2023, for professional services incurred by Legacy Spectral that were related to potential business combinations that did not occur.

Registration Rights Agreements

In accordance with the agreement with one of the Company’s underwriters, for 166,667 shares of Committed Stock, the Company was required to file a registration statement with the SEC within 45 days of the Closing. The Company is required to use its commercially reasonable efforts to cause such registration to become effective, and in any event if such registration statement does not become effective, the Company has 30 days to cure such default or will be required to pay the obligation with $1.3 million of cash. In accordance with ASC 825, Financial Instruments, the Company has a registration right obligation, however, in accordance with ASC 450, Contingencies (“ASC 450”), the obligation is not probable as the Company has several options to provide registration rights pursuant to the agreement and thus no liability has been recorded.

In addition, the Company has an obligation to register 400,000 shares of Committed Stock pursuant to an effective registration statement with the SEC within 30 days of the Closing. The Company is required to use its best efforts to cause such registration to become effective within 45 days if the registration statement is not reviewed by the SEC and 60 days if the registration statement is reviewed by the SEC. If the registration statement is not effective by the specified time period or if the Company does not maintain effectiveness of the registration statement for two years, the Company has to pay the obligation with $3.0 million of cash. In accordance with ASC 825, Financial Instruments, the Company has a registration right obligation, however, in accordance with ASC 450 the obligation is not probable as the Company has several options to provide registration rights pursuant to the agreement and thus no liability has been recorded.

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2023	Dec. 31, 2022
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS During October 2023, the Company filed a Form S-1 to register 8,433,231 shares of Company Common Stock issuable upon exercise of the Public Warrants and 10,069,748 shares of Company Common Stock (the “Registration”). In conjunction with the Registration, the Company issued 566,667 shares of Company Common Stock for the Committed Stock. In November 2023, in connection with the Business Combination, the Company’s Board of Directors adopted the 2023 Long Term Incentive Plan (the “2023 Plan”) which permits granting of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, bonus awards, dividend equivalents and other cash-based or stock-based awards to employees and non-employees. Pursuant to the 2023 Plan, 8,000,000 shares of common stock were authorized for issuance under the 2023 Plan. The awards issued under the Legacy Spectral’s 2018 Plan and the 2022 Plan will be rolled into the 2023 Plan.
Rosecliff Acquisition Corp I [Member]
Subsequent Events [Line Items]
SUBSEQUENT EVENTS		NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 22, 2023, the Company received the Notice from the Staff of Nasdaq indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the minimum 500,000 publicly held shares requirement for the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting. On March 9, 2023, per the Notice, the Company submitted a plan of compliance to achieve and sustain compliance with all Nasdaq Capital Market listing requirements. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

Income Tax (Tables) - Rosecliff Acquisition Corp I [Member]

12 Months Ended

Dec. 31, 2022

Income Tax (Tables) [Line Items]

Schedule of Net Deferred Tax Assets

The Company’s net deferred tax assets are as follows as of December 31, 2022 and 2021:

	For the Years Ended December 31,
	2022			2021
Deferred tax assets
Net operating loss carryforward	$	142		$	41,741
Start up/organization expenses		926,866			671,005
Total deferred tax assets		927,008			712,746
Valuation allowance		(927,008	)		(712,746	)
Deferred tax asset, net of allowance	$	—		$	—

Schedule of Income Tax Provision Consists

The income tax provision consists of the following for the years ended December 31, 2022 and 2021:

	For the Years Ended December 31,
	2022			2021
Federal
Current benefit	$	614,297		$	—
Deferred benefit		(214,262	)		(712,604	)
Change in valuation allowance		214,262			712,604
Income tax provision	$	614,297		$	—

Schedule of Federal Income Tax Rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:

	December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Deferred tax liability change in rate	0.0	%	0.0	%
Change in fair value of warrants	(17.5	)%	16.5	%
Transaction costs allocated to warrants	0.0	%	(4.3	)%
Change in valuation allowance	2.0	%	(33.2	)%
Income tax rate	5.5	%	0.0	%

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2023

Notes Payable [Abstract]

Schedule of Financing Arrangements for a Portion of Its Insurance Premiums

The Company entered into financing arrangements for a portion of its insurance premiums, as follows (in thousands):

	Amount Financed		Interest Rate		Principal Repayments				Outstanding Balance
					Nine Months Ended September 30,				September 30, 2023		December 31, 2022
					2023		2022		September 30, 2023		December 31, 2022
New 2023 Insurance Note	$	632	8.6	%	$	—	$	—	$	632	$	—
2023 Insurance Note		151	9.7	%		113		—		—		—
2022 Insurance Note		376	6.7	%		175		67		—		175
2021 Insurance Note		474	5.7	%		—		160		—		—
					$	288	$	227	$	632	$	175

Leases (Details) - Schedule of General and Administrative Expense - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating leases
Operating lease cost	$ 205	$ 132	$ 597	$ 396
Variable lease cost	92	45	256	78
Operating lease expense	297	177	853	474
Short-term lease rent expense	41		69
Total rent expense	$ 338	$ 177	$ 922	$ 474

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Stock-Based Compensation [Abstract]

Schedule of RSUs Activities

The RSAs generally vest over four years. A summary of RSA activities for the nine months ended September 30, 2023 are presented below:

	Number of Shares		Weighted Average Grant Date Fair Value per Share US$
Nonvested as of January 1, 2023	30,318		$	1.07
Vested	(30,318	)	$	1.07
Nonvested as of September 30, 2023	—		$	—

Schedule of RSUs Activities

The RSUs generally vest over three years. A summary of RSU activities for the nine months ended September 30, 2023 are presented below:

	Number of Shares	Weighted Average Grant Date Fair Value per Share US$
Nonvested as of January 1, 2023	—	$	—
Granted	58,197	$	4.65
Nonvested as of September 30, 2023	58,197	$	4.65

Schedule of Black Scholes Option Pricing Model

In applying the Black Scholes option pricing model, the Company used the following assumptions for stock options granted in the nine months ended September 30, 2023:

	Nine Months Ended September 30, 2023
Exercise price (per share)	$	4.68
Expected term (years)		6.0
Volatility (annual)		72	%
Risk-free rate		3.6	%
Dividend yield (per share)		0	%

Schedule of Stock Options Activity

A summary of stock options activity for the nine months ended September 30, 2023 is presented below:

	Stock Options		Weighted Average Exercise Price US$		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2023	3,503,790		$	2.06	7.3	$	6,831
Options granted	253,250		$	4.68
Options forfeited	(15,844	)	$	3.68
Options cancelled	(20,368	)	$	1.95
Options exercised	(126,247	)	$	2.16
Outstanding as of September 30, 2023	3,594,581		$	2.22	6.8	$	2,823
Options vested and exercisable as of September 30, 2023	2,847,580		$	1.74	6.3	$	2,752

Leases (Details)	Sep. 30, 2023 USD ($)
Leases [Abstract]
Lease Incentive Receivable, Current	$ 100

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 17, 2021	Apr. 30, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds			$ 3,351,000
Transaction costs			$ 7,600,000	$ 7,600,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Common stock exchange ratio price (in Dollars per share)				$ 10.31
Multi-year contract			$ 149,000,000	$ 149,000,000
Clearance amount				55,000,000
Received amount		$ 4,000,000
Cash			7,300,000	7,300,000	$ 14,200,000
Accumulated deficit			(29,242,000)	(29,242,000)	(11,934,000)
Additional funding amount			$ 149,000,000	149,000,000
Aggregated funding options				250,000,000
Potential fund				$ 101,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrant (in Shares)	8,433,333
Public Share [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				280,485
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				280,485
Common stock, par value (in Dollars per share)			0.0001	$ 0.0001
Class B Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				6,325,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Rosecliff Acquisition Corp I [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds					7,060,000
Transaction costs					14,373,127
Cash underwriting fees					5,060,000
Deferred underwriting fees					8,855,000
Other offering costs					$ 458,127
Public per share price (in Dollars per share)					$ 10
Net tangible assets					$ 5,000,001
Aggregate of public shares					15.00%
Business combination redeem percentage					100.00%
Dissolution expenses					$ 100,000
Trust account, description					In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Operating bank account					$ 785,038
Working capital deficit					2,847,001
Issuance of private palcement						$ 7,060,000
Cash					785,038	769,432
Accumulated deficit					$ (12,096,835)	$ (20,825,430)
Rosecliff Acquisition Corp I [Member] \| IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)	25,300,000
Sale of warrant (in Shares)					4,706,667
Net proceeds of sale	$ 253,000,000
Net proceeds of sale price per share (in Dollars per share)	$ 10
Public offering price per unit (in Dollars per share)					$ (10)
Rosecliff Acquisition Corp I [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)	3,300,000
Sale of stock shares price (in Dollars per share)	$ 10
Generating gross proceeds	$ 253,000,000
Rosecliff Acquisition Corp I [Member] \| Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock shares price (in Dollars per share)					1.5
Rosecliff Acquisition Corp I [Member] \| Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)					0.0001	$ 0.0001
Rosecliff Acquisition Corp I [Member] \| Class B Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Biomedical Advanced Research and Development Authority [Member]
Description of Organization and Business Operations (Details) [Line Items]
Accumulated deficit			$ (29,200,000)	$ (29,200,000)	$ (11,900,000)
BARDA contracts [Member]
Description of Organization and Business Operations (Details) [Line Items]
Multi-year contract			$ 55,000,000	$ 55,000,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				5,445,000
Letter Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				880,000
Legacy Spectral Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares issued (in Shares)				7,679,198
Issuance of private palcement				$ 3,400,000
Common stock excess shares outstanding (in Shares)			145,380,871	145,380,871
Common stock excess shares issued (in Shares)			145,380,871	145,380,871
Common stock exange ratio shares (in Shares)				14,094,450
Common stock exchange ratio price (in Dollars per share)				$ 10.31
Legacy Spectral Common Stock [Member] \| Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)			$ 0.001	$ 0.001
Business Combinations [Member] \| Rosecliff Acquisition Corp I [Member]
Description of Organization and Business Operations (Details) [Line Items]
Fair market value percentage					80.00%
Acquires percentage					50.00%
Rosecliff [Member]
Description of Organization and Business Operations (Details) [Line Items]
Received amount		$ 4,000,000
Rosecliff [Member] \| BARDA contracts [Member]
Description of Organization and Business Operations (Details) [Line Items]
Received amount				$ 99,000,000

Recapitalization (Details) - Schedule of Recapitalization	Sep. 30, 2023 USD ($)
Schedule Of Recapitalization Abstract
Cash	$ 660
Other current assets	127
Accounts payable	(860)
Accrued expenses	(277)
Warrant liabilities	(2,024)
Net assets assumed in exchange for common stock	(2,374)
Less: Cash	(660)
Non-cash net assets assumed in exchange for common stock	$ (3,034)

Notes Payable

9 Months Ended

Sep. 30, 2023

Notes Payable [Abstract]

NOTES PAYABLE

7. NOTES PAYABLE

Insurance Note

The Company entered into financing arrangements for a portion of its insurance premiums, as follows (in thousands):

	Amount Financed		Interest Rate		Principal Repayments				Outstanding Balance
					Nine Months Ended September 30,				September 30, 2023		December 31, 2022
					2023		2022		September 30, 2023		December 31, 2022
New 2023 Insurance Note	$	632	8.6	%	$	—	$	—	$	632	$	—
2023 Insurance Note		151	9.7	%		113		—		—		—
2022 Insurance Note		376	6.7	%		175		67		—		175
2021 Insurance Note		474	5.7	%		—		160		—		—
					$	288	$	227	$	632	$	175

In September 2023, in connection with the Business Combination, the Company cancelled the 2023 Insurance Note and replaced it with the New 2023 Insurance Note. Accordingly, the Company reversed the unpaid balance of approximately $38,000 from notes payable and prepaid expenses.

The Company determined that the carrying amounts of all of the insurance notes approximate fair value due to the short-term nature of borrowings and current market rates of interest.

PPP Loan

On April 13, 2020, the Company entered into a promissory note with JPMorgan Chase Bank, N.A., as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) for $768,575 (the “PPP Loan”). The PPP Loan, which matured on April 13, 2022 and bears interest at 1% per annum. Beginning on September 13, 2021, the Company was required to make equal monthly payments of principal and interest until the loan maturity on April 13, 2022. The PPP Loan was subject to customary terms for payment defaults and breaches of representations and warranties. The Company did not request the PPP Loan to be forgiven. During the nine months ended September 30, 2022, the Company repaid the remaining $0.4 million of principal and interest for the PPP Loan. There was no outstanding balance for the PPP Loan as of December 31, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Diluted net income (loss) per share	$ (0.77)	$ (0.03)	$ (1.29)	$ (0.09)
Weighted average common shares outstanding diluted (in Shares)	13,822,990	13,145,834	13,410,287	13,127,825
Rosecliff Acquisition Corp I \| Class A Common Stock
Diluted net income (loss) per share					$ 0.35	$ (0.08)
Weighted average common shares outstanding diluted (in Shares)					25,095,264	21,972,877
Rosecliff Acquisition Corp I \| Class B Common Stock
Diluted net income (loss) per share					$ 0.35	$ (0.08)
Weighted average common shares outstanding diluted (in Shares)					6,325,000	6,216,507

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Notes Payable (Details) - Schedule of Financing Arrangements for a Portion of Its Insurance Premiums - USD ($) $ in Thousands	9 Months Ended			12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Principal Repayments, Insurance Note	$ 288		$ 227
Outstanding Balance, Insurance Note	632	$ 175
New 2023 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 632
Interest Rate, Insurance Note				8.60%
Principal Repayments, Insurance Note
Outstanding Balance, Insurance Note	632
2023 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 151
Interest Rate, Insurance Note				9.70%
Principal Repayments, Insurance Note	113
Outstanding Balance, Insurance Note
2022 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 376
Interest Rate, Insurance Note				6.70%
Principal Repayments, Insurance Note	175		67
Outstanding Balance, Insurance Note		175
2021 Insurance Note [Member]
Schedule of Financing Arrangements for a Portion of Its Insurance Premiums [Line Items]
Amount Financed, Insurance Note				$ 474
Interest Rate, Insurance Note				5.70%
Principal Repayments, Insurance Note			$ 160
Outstanding Balance, Insurance Note

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Expenses [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022 (in thousands):

	September 30, 2023		December 31, 2022
Salary and wages	$	1,403	$	1,135
Transaction costs		1,000		—
Operating expenses		619		736
Benefits		803		650
Taxes		158		110
Total accrued expenses	$	3,983	$	2,631

Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2023
Document Information Line Items
Entity Registrant Name	Spectral AI, Inc.
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001833498
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Stock-Based Compensation (Details) - Schedule of RSUs Activities	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Schedule Of Rsus Activities Abstract
Number of Shares, Nonvested beginning balance \| shares
Weighted Average Grant Date Fair Value per Share, Nonvested beginning balance \| $ / shares
Number of Shares, Granted \| shares	58,197
Weighted Average Grant Date Fair Value per Share, Granted \| $ / shares	$ 4.65
Number of Shares, Nonvested ending balance \| shares	58,197
Weighted Average Grant Date Fair Value per Share, Nonvested ending balance \| $ / shares	$ 4.65

Net Loss Per Common Share (Tables)

9 Months Ended

Sep. 30, 2023

Net Loss Per Common Share [Abstract]

Schedule of Computation of Net Loss Per Common Share

The table below summarizes potentially dilutive securities that were excluded from the computation of net loss per common share as of the periods presented because including them would be anti-dilutive.

	2023	2022
Common stock options	4,519,195	4,418,871
Common stock warrants	8,507,311	73,978
Unvested restricted stock units	58,197	—
Unvested restricted stock	—	54,566
Potentially dilutive securities	13,084,703	4,547,415

Fair Value Measurements (Details) - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Assets held trust account	$ 4,626,107	$ 253,027,240
Interest pay tax obligations	1,034,596	0
Total Holdings	4,626,107
Fair value measurement		6,831,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Fair value measurement		2,588,667
U.S. Fixed Income Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held trust account	4,626,107	$ 253,027,240
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Public warrants	$ 506,000

Commitments and Contingencies (Details) - Rosecliff Acquisition Corp I [Member] - USD ($)	1 Months Ended	12 Months Ended
	Aug. 16, 2022	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
U.S. federal tax rate	1.00%
Percentage of excise tax fair value	1.00%
Deferred fee per unit (in Dollars per share)		$ 0.35
Deferred underwriters fee (in Dollars)		$ 8,855,000

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (17,308,000)	$ (1,173,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	7,000	6,000
Stock-based compensation	975,000	874,000
Amortization of right-of-use assets	530,000	377,000
Issuance of shares for transaction costs	1,800,000
Commitment to issue shares for transaction costs	2,550,000
Change in fair value of warrant liabilities	(1,004,000)	(50,000)
Transaction costs allocated to warrant liabilities	8,342,000
Accounts receivable	982,000	(317,000)
Inventory	(220,000)
Unbilled revenue	491,000	(1,502,000)
Prepaid expenses	(469,000)	753,000
Other assets	(197,000)	(188,000)
Accounts payable	(554,000)	886,000
Accrued expenses	1,225,000	(76,000)
Deferred revenue	795,000
Lease liabilities	(468,000)	(453,000)
Net cash used in operating activities	(10,865,000)	(863,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock for Equity Raise	3,351,000
Cash received in Business Combination	660,000
Payments for notes payable	(288,000)	(651,000)
Stock option exercises	316,000
Net cash provided by (used in) financing activities	4,039,000	(651,000)
Net decrease in cash	(6,826,000)	(1,514,000)
Cash	14,174,000	16,121,000	$ 16,121,000
Cash	7,348,000	14,607,000	14,174,000	$ 16,121,000
Supplemental cash flow information:
Cash paid for interest	6,000	19,000
Cash paid for taxes	114,000	53,000
Recognition of Right-of-use assets and related lease liabilities upon adoption of ASC 842		624,000
Recognition of Right-of-use assets and related lease liabilities upon lease amendment	483,000
Issuance of common stock for net liabilities upon Business Combination	3,034,000
Prepaid asset acquired, net of cancellation, for debt and accounts payable	955,000	376,000
Issuance of common stock to settle accounts payable	150,000
Rosecliff Acquisition Corp I [Member]
Cash Flows from Operating Activities:
Net loss			11,039,074	(2,148,278)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities			(9,748,442)	(1,683,358)
Transaction costs allocated to warrant liabilities				438,283
Interest earned on investments held in Trust Account			(3,155,965)	(27,240)
Prepaid expenses			159,550	(313,125)
Accrued expenses			443,496	2,908,125
Accrued offering costs			(12,000)
Income taxes payable			255,297
Net cash used in operating activities			(1,018,990)	(825,593)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes			1,034,596
Cash withdrawn from Trust Account in connection with redemptions			250,522,502
Investment of cash in Trust Account				(253,000,000)
Net cash provided by (used in) investing activities			251,557,098	(253,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				247,940,000
Proceeds from sale of Private Placements Warrants				7,060,000
Proceeds from promissory note – related party				109,152
Repayments of promissory note – related party				(133,000)
Payment of offering costs				(381,127)
Redemptions of common stock			(250,522,502)
Net cash provided by (used in) financing activities			(250,522,502)	254,595,025
Net decrease in cash			15,606	769,432
Cash	$ 785,038	$ 769,432	769,432
Cash			785,038	769,432
Supplemental cash flow information:
Offering costs included in accrued offering costs				12,000
Income taxes paid			359,000
Payment of accrued expenses through promissory note				16,152
Deferred underwriting fee payable				$ 8,855,000

Income Tax (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended		15 Months Ended
Income Tax (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023
Income Tax (Details) [Line Items]
Income tax expense benefit	$ (54,000)	$ 85,000	$ 32,000	$ 91,000
Effective tax rate	0.50%		0.20%	8.40%			28.80%
Income Tax Provision [Member]
Income Tax (Details) [Line Items]
Income tax expense benefit	$ 54,000,000		$ 32,000,000	$ 91,000,000			$ 85,000,000
Rosecliff Acquisition Corp I [Member]
Income Tax (Details) [Line Items]
Operating loss carryovers					$ 675	$ 198,091
Change in valuation allowance					214,262	712,604
Income tax expense benefit					$ 614,297
Effective tax rate					5.50%	0.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

9. LEASES

The Company leases office space for its principal office in Dallas, Texas, which was extended during 2022 to expire in May 2024. This lease was extended again in 2023 to expire in December 2024. During 2022, the Company entered into a lease for office space in the United Kingdom under a lease that expired in May 2023.

During 2023, the Company entered into a lease for office space in the United Kingdom for annual payments of $0.1 million under a lease that expires in March 2024. The lease has been excluded from the tables below as the term is twelve months.

The following table summarizes quantitative information about the Company’s operating leases for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating cash flows from operating leases	$	208		$	159		$	536		$	472
Right-of-use assets exchanged for operating lease liabilities	$	—		$	—		$	483		$	624
Weighted average remaining lease term (in years)		1.3			0.4			1.3			0.4
Weighted average discount rate		8.5	%		6.7	%		8.5	%		6.7	%

The following table provides the components of the Company’s lease cost included in general and administrative expense in the condensed consolidated statement of operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating leases
Operating lease cost	$	205	$	132	$	597	$	396
Variable lease cost		92		45		256		78
Operating lease expense		297		177		853		474
Short-term lease rent expense		41		—		69		—
Total rent expense	$	338	$	177	$	922	$	474

Variable lease cost is primarily attributable to amounts paid to lessors for utility charges, parking and property taxes under an office space lease.

As of September 30, 2023, future minimum payments under the non-cancelable operating leases under ASC 842 were as follows (in thousands):

Three months ending December 31, 2023	$	208
Year ending December 31, 2024		894
Total		1,102
Less: imputed interest		(61	)
Operating lease liabilities	$	1,041

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($)

Rosecliff Acquisition Corp I

Class A

Common Stock

Rosecliff Acquisition Corp I

Class B

Common Stock

^[1]

Rosecliff Acquisition Corp I

Additional Paid-in Capital

Rosecliff Acquisition Corp I

Accumulated Deficit

Rosecliff Acquisition Corp I

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at Dec. 31, 2020

$ 633

$ 24,367

$ (675)

$ 24,325

Balance (in Shares) at Dec. 31, 2020

6,325,000

Cash paid in excess of fair value of Private Placement warrants

2,824,000

Accretion of Class A common stock to redemption amount

(2,848,367)

(18,676,477)

(21,524,844)

Net income (loss)

(2,148,278)

Balance at Dec. 31, 2021

$ 633

(20,825,430)

(20,824,797)

$ 1,000

$ 22,774,000

$ (9,022,000)

$ 13,753,000

Balance (in Shares) at Dec. 31, 2021

6,325,000

13,097,404

Balance

$ 135,000

22,640,000

(9,022,000)

13,753,000

Balance (in Shares)

135,034,564

Retroactive application of recapitalization

$ (134,000)

134,000

Retroactive application of recapitalization (in Shares)

(121,937,160)

Stock-based compensation

333,000

Stock-based compensation (in Shares)

18,186

Net income (loss)

(528,000)

Balance at Mar. 31, 2022

$ 1,000

23,107,000

(9,550,000)

13,558,000

Balance (in Shares) at Mar. 31, 2022

13,115,590

Balance at Dec. 31, 2021

$ 633

(20,825,430)

(20,824,797)

$ 1,000

22,774,000

(9,022,000)

13,753,000

Balance (in Shares) at Dec. 31, 2021

6,325,000

13,097,404

Net income (loss)

(1,173,000)

Balance at Sep. 30, 2022

$ 1,000

23,648,000

(10,195,000)

13,454,000

Balance (in Shares) at Sep. 30, 2022

13,145,900

Balance at Dec. 31, 2021

$ 633

(20,825,430)

(20,824,797)

$ 1,000

22,774,000

(9,022,000)

13,753,000

Balance (in Shares) at Dec. 31, 2021

6,325,000

13,097,404

Accretion of Class A common stock to redemption amount

(2,310,479)

Net income (loss)

11,039,074

Balance at Dec. 31, 2022

$ 633

(12,096,835)

(12,096,202)

$ 1,000

23,929,000

(11,934,000)

11,996,000

Balance (in Shares) at Dec. 31, 2022

6,325,000

13,127,472

Balance at Mar. 31, 2022

$ 1,000

23,107,000

(9,550,000)

13,558,000

Balance (in Shares) at Mar. 31, 2022

13,115,590

Stock-based compensation

294,000

Stock-based compensation (in Shares)

18,186

Net income (loss)

(265,000)

Balance at Jun. 30, 2022

$ 1,000

23,401,000

(9,815,000)

13,587,000

Balance (in Shares) at Jun. 30, 2022

13,133,776

Stock-based compensation

247,000

Stock-based compensation (in Shares)

12,124

Net income (loss)

(380,000)

Balance at Sep. 30, 2022

$ 1,000

23,648,000

(10,195,000)

13,454,000

Balance (in Shares) at Sep. 30, 2022

13,145,900

Balance

$ 135,000

23,795,000

(11,934,000)

11,996,000

Balance (in Shares)

135,409,564

Retroactive application of recapitalization

$ (134,000)

134,000

Retroactive application of recapitalization (in Shares)

(122,282,092)

Balance at Dec. 31, 2022

$ 633

(12,096,835)

(12,096,202)

$ 1,000

23,929,000

(11,934,000)

11,996,000

Balance (in Shares) at Dec. 31, 2022

6,325,000

13,127,472

Stock-based compensation

300,000

Stock-based compensation (in Shares)

54,558

Stock option exercises

Stock option exercises (in Shares)

10,129

Net income (loss)

(3,609,000)

Balance at Mar. 31, 2023

$ 1,000

24,229,000

(15,543,000)

8,687,000

Balance (in Shares) at Mar. 31, 2023

13,192,159

Balance at Dec. 31, 2022

$ 633

$ (12,096,835)

$ (12,096,202)

$ 1,000

23,929,000

(11,934,000)

$ 11,996,000

Balance (in Shares) at Dec. 31, 2022

6,325,000

13,127,472

Stock option exercises (in Shares)

126,247

Net income (loss)

$ (17,308,000)

Balance at Sep. 30, 2023

$ 2,000

30,696,000

(29,242,000)

1,456,000

Balance (in Shares) at Sep. 30, 2023

15,688,268

Balance at Mar. 31, 2023

$ 1,000

24,229,000

(15,543,000)

8,687,000

Balance (in Shares) at Mar. 31, 2023

13,192,159

Stock-based compensation

396,000

Stock-based compensation (in Shares)

12,124

Stock option exercises

6,000

Stock option exercises (in Shares)

5,819

Net income (loss)

(3,070,000)

Balance at Jun. 30, 2023

$ 1,000

24,631,000

(18,613,000)

6,019,000

Balance (in Shares) at Jun. 30, 2023

13,210,102

Issuance of common stock upon Business Combination

$ 1,000

(2,375,000)

(2,374,000)

Issuance of common stock upon Business Combination (in Shares)

1,160,485

Issuance of common stock to settle accounts payable

150,000

Issuance of common stock to settle accounts payable (in Shares)

33,333

Issuance of shares for transaction costs

1,800,000

Issuance of shares for transaction costs (in Shares)

400,000

Commitment to issue shares for transaction costs

2,550,000

Private placement equity issuance

3,351,000

Private placement equity issuance (in Shares)

744,667

Stock-based compensation

279,000

Stock-based compensation (in Shares)

Stock option exercises

310,000

Stock option exercises (in Shares)

139,681

Net income (loss)

(10,629,000)

Balance at Sep. 30, 2023

$ 2,000

$ 30,696,000

$ (29,242,000)

$ 1,456,000

Balance (in Shares) at Sep. 30, 2023

15,688,268

[1]	On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock split.

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stocks Reflected in the Condensed Balance Sheets - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds		$ 253,000,000
Less:
Proceeds allocated to Public Warrants		(7,590,000)
Class A common stock issuance costs		(13,934,844)
Plus:
Accretion of carrying value to redemption value	$ 2,310,479	21,524,844
Redemption of Class A common stock	(250,522,502)
Class A common stock subject to possible redemption	$ 4,787,977	$ 253,000,000

Income Tax (Details) - Schedule of Income Tax Provision Consists - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax (Details) - Schedule of Income Tax Provision Consists [Line Items]
Current benefit	$ 614,297
Deferred benefit	(214,262)	(712,604)
Change in valuation allowance	214,262	712,604
Income tax provision	$ 614,297

Income Tax

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Income Tax [Line Items]

INCOME TAX

12. INCOME TAXES

The Company recorded an income tax benefit of approximately $54,000 for the three months ended September 30, 2023 and an income tax provision of approximately $32,000 for the nine months ended September 30, 2023, and $85,000 and $91,000 for the three and nine months ended September 30, 2022, respectively. The effective tax rate was (0.5%) and 0.2% for the three and nine months ended September 30, 2023, respectively, and 28.8% and 8.4% for the three and nine months ended September 30, 2022, respectively.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and nine months ended September 30, 2023 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that the Company’s deferred tax assets will not be realized.

The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly.

Rosecliff Acquisition Corp I [Member]

Income Tax [Line Items]

INCOME TAX

NOTE 9. INCOME TAX

The Company’s net deferred tax assets are as follows as of December 31, 2022 and 2021:

	For the Years Ended December 31,
	2022			2021
Deferred tax assets
Net operating loss carryforward	$	142		$	41,741
Start up/organization expenses		926,866			671,005
Total deferred tax assets		927,008			712,746
Valuation allowance		(927,008	)		(712,746	)
Deferred tax asset, net of allowance	$	—		$	—

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2022 and 2021.

The income tax provision consists of the following for the years ended December 31, 2022 and 2021:

	For the Years Ended December 31,
	2022			2021
Federal
Current benefit	$	614,297		$	—
Deferred benefit		(214,262	)		(712,604	)
Change in valuation allowance		214,262			712,604
Income tax provision	$	614,297		$	—

As of December 31, 2022 and 2021, the Company had $675 and $198,091, respectively, of U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $214,262 and $712,604, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:

	December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Deferred tax liability change in rate	0.0	%	0.0	%
Change in fair value of warrants	(17.5	)%	16.5	%
Transaction costs allocated to warrants	0.0	%	(4.3	)%
Change in valuation allowance	2.0	%	(33.2	)%
Income tax rate	5.5	%	0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Income Tax (Details) - Schedule of Federal Income Tax Rate - Rosecliff Acquisition Corp I [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Investments, Owned, Federal Income Tax Note [Line Items]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Deferred tax liability change in rate	0.00%	0.00%
Change in fair value of warrants	(17.50%)	16.50%
Transaction costs allocated to warrants	0.00%	(4.30%)
Change in valuation allowance	2.00%	(33.20%)
Income tax rate	5.50%	0.00%

Summary of Significant Accounting Policies (Tables) - Rosecliff Acquisition Corp I [Member]

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of Class A Common Stocks Reflected in the Condensed Balance Sheets

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(7,590,000	)
Class A common stock issuance costs		(13,934,844	)
Plus:
Accretion of carrying value to redemption value		21,524,844
Class A common stock subject to possible redemption, December 31, 2021	$	253,000,000
Plus:
Accretion of carrying value to redemption value		2,310,479
Less:
Redemption of Class A common stock		(250,522,502	)
Class A common stock subject to possible redemption, December 31, 2022	$	4,787,977

Schedule of Basic and Diluted Net Income Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):

	For the Years Ended December 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	8,816,873	$	2,222,201	$	(1,674,526	)	$	(473,752	)
Denominator:
Basic and diluted weighted average shares outstanding		25,095,264		6,325,000		21,972,877			6,216,507
Basic and diluted net income (loss) per share of common stock	$	0.35	$	0.35	$	(0.08	)	$	(0.08	)

- Definition

Tabular disclosure of the nature and terms of the financial instruments and the rights and obligations embodied in those instruments, information about settlement alternatives, if any, in the contract and identification of the entity that controls the settlement alternatives including: a. The amount that would be paid, or the number of shares that would be issued and their fair value, determined under the conditions specified in the contract if the settlement were to occur at the reporting date b. How changes in the fair value of the issuer's equity shares would affect those settlement amounts (for example, "the issuer is obligated to issue an additional x shares or pay an additional y dollars in cash for each $1 decrease in the fair value of one share") c. The maximum amount that the issuer could be required to pay to redeem the instrument by physical settlement, if applicable d. The maximum number of shares that could be required to be issued, if applicable e. That a contract does not limit the amount that the issuer could be required to pay or the number of shares that the issuer could be required to issue, if applicable f. For a forward contract or an option indexed to the issuer's equity shares, the forward price or option strike price, the number of issuer's shares to which the contract is indexed, and the settlement date or dates of the contract, as applicable. g. The components of the liability that would otherwise be related to shareholders' interest and other comprehensive income (if any) subject to the redemption feature (for example, par value and other paid in amounts of mandatorily redeemable instruments are disclosed separately from the amount of retained earnings or accumulated deficit).

+ References + Details

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Sep. 11, 2023	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 7,300,000		$ 7,300,000		$ 14,200,000
Other income expense	24,000		11,000
Foreign exchange transaction loss		$ 100,000		$ 300,000
Warrants price per share (in Dollars per share)								$ 11.5
Public warrants outstanding (in Shares)					73,978		8,507,311
Cost of revenue	$ 1,968,000	$ 3,811,000	$ 7,325,000	$ 10,943,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Public warrants outstanding (in Shares)	8,433,333		8,433,333
One Customer [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net receivables percentage			87.00%
One Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net receivables percentage					96.00%
One Customer [Member] \| Research and Development Revenue [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net receivables percentage	89.00%	98.00%	94.00%	98.00%
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exceeds per share (in Dollars per share)	$ 18		$ 18
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Public warrants outstanding (in Shares)	73,978		73,978
Issued shares (in Shares)									73,978
Price per share (in Dollars per share)									$ 7.6
Rosecliff Acquisition Corp I [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash					$ 785,038	$ 769,432
Investment held trust account pay tax					1,034,596
Trust Account in connection with redemption					$ 250,522,502
Percentage of common stock issued and outstanding					20.00%
Public and private warrant to purchase (in Shares)					13,140,000	13,140,000
Federal depository insurance corporation coverage limit					$ 250,000
Rosecliff Acquisition Corp I [Member] \| Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjusts and fair value at liabilities					$ 8,433,333
Public warrants outstanding (in Shares)					8,433,333	8,433,333
Rosecliff Acquisition Corp I [Member] \| Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjusts and fair value at liabilities					$ 4,706,667
Warrants price per share (in Dollars per share)					$ 1.5
Exceeds per share (in Dollars per share)					$ 1.5
Rosecliff Acquisition Corp I [Member] \| Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)					458,716	25,300,000
Class A common stock in the calculation of diluted income per share (in Shares)					24,841,284
Stockholders elected to redeem value					$ 250,522,502
Percentage of common stock issued and outstanding					98.20%
Warrants price per share (in Dollars per share)					$ 11.5
Biomedical Advanced Research and Development Authority [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Research and development expense	$ 3,600,000	$ 4,300,000	$ 11,300,000	$ 12,200,000
Cost of revenue	2,000,000	3,800,000	7,300,000	10,900,000
General and administrative expenses	$ 1,600,000	$ 500,000	$ 4,000,000
Medical Technology Enterprise Consortium [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
General and administrative expenses				$ 1.3

Net Loss Per Common Share

9 Months Ended

Sep. 30, 2023

Net Loss Per Common Share [Abstract]

NET LOSS PER COMMON SHARE

13. NET LOSS PER COMMON SHARE

Basic and diluted net loss per common share attributable to common stockholders are the same for the three and nine months ended September 30, 2023 and 2022, since the inclusion of all potential shares of common stock outstanding would have been anti-dilutive due to the Company’s net loss.

	2023	2022
Common stock options	4,519,195	4,418,871
Common stock warrants	8,507,311	73,978
Unvested restricted stock units	58,197	—
Unvested restricted stock	—	54,566
Potentially dilutive securities	13,084,703	4,547,415

Research and Development Revenue (Details) - Schedule of Research and Development Revenue - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 3,440	$ 7,038	$ 12,769	$ 19,272
BARDA [Member]
Disaggregation of Revenue [Line Items]
Total revenue	3,055	6,903	12,018	18,866
Other U.S Governmental Authorities [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 385	$ 135	$ 751	$ 406

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

+ Details

Notes Payable (Details) - USD ($)	9 Months Ended
Notes Payable (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2023	Apr. 13, 2022	Apr. 13, 2020
Notes Payable [Abstract]
Notes payable		$ 38,000
Loan				$ 768,575
Bears interest			1.00%
Principal and interest	$ 400,000

Research and Development Revenue

9 Months Ended

Sep. 30, 2023

Research and Development Revenue [Abstract]

RESEARCH AND DEVELOPMENT REVENUE

5. RESEARCH AND DEVELOPMENT REVENUE

For the three and nine months ended September 30, 2023 and 2022, the Company’s revenues disaggregated by the major sources was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
BARDA	$	3,055	$	6,903	$	12,018	$	18,866
Other U.S governmental authorities		385		135		751		406
Total revenue	$	3,440	$	7,038	$	12,769	$	19,272

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Accounting Policies, by Policy (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies, by Policy (Policies) [Line Items]

Basis of Presentation

Legacy Spectral was determined to be the accounting acquiror based on evaluation of the following facts and circumstances:

(i) Legacy Spectral’s former shareholders have a majority of the voting power of Spectral AI;

(ii) Legacy Spectral’s senior management comprises all of the senior management of Spectral AI;

(iii) Legacy Spectral selected five of the six directors for the Board of Directors of Spectral AI;

(iv) Legacy Spectral’s relative size of assets and operations compared to Rosecliff; and

(v) Legacy Spectral’s operations comprise the ongoing operations of Spectral AI.

Use of Estimates

Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash is held in US financial institutions.

Warrant Liabilities

Income Taxes

Net Loss per Share of Common Stock

Concentrations of Credit Risk

Fair Value

Level 1	—	Unadjusted quoted prices in active markets that are assessable at the measurement date for identical, unrestricted assets or liabilities.
Level 2	—	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	—	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently Adopted Accounting Standards

Unaudited Interim Condensed Financial Statements

Principles of Consolidation

Accounts Receivable, Net and Unbilled Revenue

Accounts receivable represent amounts due from US government agencies pursuant to research and development contracts associated with the Company’s DeepView® Wound Imaging System.

The Company records unbilled revenue when revenue is recognized prior to billing customers.

Inventory

Foreign Currency

Leases

During the three and nine months ended September 30, 2023 and 2022, the Company did not have any financing leases.

Research and Development Revenue

The Company generates research and development revenue, primarily from the contracts with BARDA and MTEC. Each contract for BARDA and MTEC has a single performance obligation.

The Company records deferred revenue when the customers have been billed prior to recognizing revenue.

Research and Development Expense

Stock-Based Compensation

Comprehensive Loss

Rosecliff Acquisition Corp I [Member]

Accounting Policies, by Policy (Policies) [Line Items]

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash

Cash and Cash Equivalents

Cash Held in Trust Account

Investment and Cash Held in Trust Account

Offering Costs

Class A Common Stock Subject to Possible Redemption

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(7,590,000	)
Class A common stock issuance costs		(13,934,844	)
Plus:
Accretion of carrying value to redemption value		21,524,844
Class A common stock subject to possible redemption, December 31, 2021	$	253,000,000
Plus:
Accretion of carrying value to redemption value		2,310,479
Less:
Redemption of Class A common stock		(250,522,502	)
Class A common stock subject to possible redemption, December 31, 2022	$	4,787,977

Warrant Liabilities

Income Taxes

Net Loss per Share of Common Stock

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):

	For the Years Ended December 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss)	$	8,816,873	$	2,222,201	$	(1,674,526	)	$	(473,752	)
Denominator:
Basic and diluted weighted average shares outstanding		25,095,264		6,325,000		21,972,877			6,216,507
Basic and diluted net income (loss) per share of common stock	$	0.35	$	0.35	$	(0.08	)	$	(0.08	)

Concentrations of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value

Fair Value Measurements

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

Recently Adopted Accounting Standards

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Rosecliff Acquisition Corp I [Member]
Private Placement [Line Items]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 4,706,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,060,000 in the aggregate) from the Company in a private placement. Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Expiration Date, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Accrued Expenses Abstract
Salary and wages	$ 1,403	$ 1,135
Transaction costs	1,000
Operating expenses	619	736
Benefits	803	650
Taxes	158	110
Total accrued expenses	$ 3,983	$ 2,631

Fair Value Measurements (Details) - Schedule of Assets and Liabilities That Are Measured At Fair Value on a Recurring Basis - Rosecliff Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Investments and Cash held in Trust Account – U.S. Treasury Securities Money Market Fund		$ 253,027,240
Level 1 & 2 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	253,000	6,493,666
Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 141,200	$ 3,648,976

Warrants	12 Months Ended
Warrants	Dec. 31, 2022
Rosecliff Acquisition Corp I [Member]
Warrants [Line Items]
WARRANTS	NOTE 8. WARRANTS As of December 31, 2022 and 2021, there were 8,433,333 Public Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the shares of Class A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the Expiration Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. At December 31, 2022 and 2021, there were 4,706,667 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS For the three and nine months ended September 30, 2023 and 2022, the Company did not have any transactions with related parties.
Rosecliff Acquisition Corp I [Member]
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS		NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares During the period ended December 31, 2020, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock split. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock upon the consummation of the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Amount Due to Sponsor At December 31, 2022 and 2021, the Company had advances owed to the Sponsor in the amount of $16,152 and $0, respectively. Administrative Services Agreement Commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, support and administrative services. For the years ended December 31, 2022 and 2021, the Company incurred $120,000 and $110,000 in fees for these services, respectively. At December 31, 2022 and 2021, $230,000 and $110,000 of administrative fees, respectively, were included in accrued expenses in the accompanying balance sheets, respectively. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details