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Washington, D.C. 20549









Date of Report (Date of earliest event reported): June 3, 2024



(Exact name of registrant as specified in its charter)


Delaware   001-40058   85-3987148
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)


2515 McKinney Avenue, Suite 1000

Dallas, Texas

(Address of principal executive offices)   (Zip Code)


(972) 499-4934

(Registrant’s telephone number, including area code)


Not Applicable

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


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


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


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


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


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


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


Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   MDAI   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $11.50 per share   MDAIW   The Nasdaq Stock Market LLC


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


Emerging growth company


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






Item 3.01


Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On June 3, 2024, Spectral AI, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 31 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum market value of listed securities of $35,000,000 for continued listing on the Nasdaq, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “Notice”).


The Notice has no immediate effect on the continued listing status of the Company's Common Stock on The Nasdaq Global Market, and, therefore, the Company's listing remains fully effective.


The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until December 2, 2024, to regain compliance with the market value of listed securities requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(C). If at any time before December 2, 2024, the closing market capitalization of the Company’s Common Stock closes at or above $35,000,000 for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum market capitalization requirement, and the matter would be resolved. If the Company does not regain compliance during the review period ending December 2, 2024, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for all other initial listing standards for the Nasdaq, other than the minimum market value of listed securities requirement, and notifies Nasdaq of its intent to cure the deficiency.


The Company will continue to monitor the market value of its listed securities and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted review periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the market capitalization requirement during the 180-day compliance period, secure a second review period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: June 5, 2024


  By: /s/ Peter M. Carlson
  Name:  Peter M. Carlson
  Title: Chief Executive Officer