0001213900-24-067651 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

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”) or an Accounting Standards Update (“ASU”).

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 – Recapitalization.

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 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 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 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 1).

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., Spectral MD UK Limited (“Spectral MD UK”), Spectral DeepView Limited, and Spectral IP. Significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of the 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, the fair value of short term notes payable, fair value of the B. Riley and Yorkville derivative instruments, 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.

Segments

Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on an aggregate basis for the purpose of allocating resources.

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, UK, & Ireland 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^® 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 June 30, 2024 and December 31, 2023.

Certain third-party costs that are prepaid per the terms of the contract are billable to customers prior to recognition of related expenses. The Company records deferred revenue when the customers have been billed prior to recognizing revenue. The Company records unbilled revenue when revenue is recognized prior to billing customers.

Comprehensive Loss

Comprehensive loss includes net loss, as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.

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 June 30, 2024 and December 31, 2023, receivables were concentrated from one customer (which is a US. Government agency) representing 98% and 92% of total net receivables, respectively.

One customer (which is a U.S. government agency) accounted for 94% and 95% for the three and six months ended June 30, 2024, respectively and 95% and 96% for the three and six months ended June 30, 2023, respectively 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 six months ended June 30, 2024 and the three and six months ended June 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, Spectral MD, Inc., and Spectral IP is the US dollar. The functional currency of Spectral MD UK is its local currency, the British pound. The functional currency of Spectral DeepView Limited is its local currency, the Euro. The assets and liabilities of Spectral MD UK and Spectral DeepView Limited, 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 reporting period. Translation adjustments are included in accumulated other comprehensive income as a component of stockholders’ equity. As of June 30, 2024 and June 30, 2023, the Company’s foreign exchange translation adjustments are not material.

Monetary assets and liabilities denominated in currencies other than the US dollar are translated at exchange rates in effect as of 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 six months ended June 30, 2024, the Company recorded approximately $9,000 and $25,000, respectively of net foreign exchange transaction losses. For the three and six months ended June 30, 2023, the Company recorded an immaterial amount and approximately $13,000 of net foreign exchange transaction gains, respectively. These amounts primarily relate to one of the Company’s bank accounts being denominated in British Pounds and certain accounts payable denominated in British Pounds.

Property and Equipment, Net

Property and equipment, net is recorded at cost less accumulated depreciation. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the related assets, which are as follows:

		Estimated Useful Life
Computer equipment		3 years
Manufacturing equipment		5 years
Furniture and equipment		5 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of remaining lease term or useful life

Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service, they are reclassified to the appropriate asset class. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s condensed consolidated statements of operation and comprehensive loss. Expenditures for maintenance and repairs are expensed as incurred.

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for impairment, the Company first compares the estimated undiscounted future cash flows expected to result from the use or disposition of that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss would be recognized to the extent the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and third-party independent appraisals, as considered necessary.

Leases

Under lease 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 six months ended June 30, 2024 and 2023, 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 June 30, 2024, there are 8,433,333 Public Warrants Outstanding. Each warrant entitles the registered holder to purchase one share of Company Common Stock at an exercise price of $11.50 per full share. Pursuant to the Warrant Agreement, a holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Company Common Stock. This means that only a whole warrant may be exercised at any given time by a holder of Public Warrants. The Company maintains a redemption right with respect to the Public Warrants in that the Company can redeem some or all of the Public Warrants for $0.10 per Public Warrant based on certain market conditions and the market price of the Company Common Stock.

In September 2021, Legacy Spectral issued 73,978 warrants, with a strike price of $7.32 and a five-year life, to SP Angel Corporate Finance LLP, who acted as nominated adviser and broker to the Company for the purposes of the AIM Rules (“SP Angel Warrants”). In conjunction with the Business Combination, the SP Angel Warrants were converted into warrants to purchase Company Common Stock based on the Exchange Ratio. As of June 30, 2024, there are 73,978 SP Angel Warrants to purchase Company Common Stock outstanding.

The Company accounts for its Public Warrants and the SP Angel Warrants as derivative liabilities. 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 SP 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. BARDA reimburses the Company based on allowable costs plus any recognizable earned fee. Revenues from these reimbursable costs are recognized as the costs are incurred.

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 is 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.

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 June 30, 2024 and 2023, research and development expense was $5.4 million and $3.7 million, respectively, of which $4.2 million and $2.5 million, respectively, is related to the BARDA and MTEC contracts and included in cost of revenue and $1.2 million and $1.2 million, respectively, is included in general and administrative expenses. For the six months ended June 30, 2024 and 2023, research and development expense was $9.7 million and $7.7 million, respectively, of which $7.5 million and $5.4 million, respectively, is related to the BARDA and MTEC contracts and included in cost of revenue and $2.2 million and $2.3 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 and RSUs based on their respective grant date fair values. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The RSUs are valued based on the fair value of the Company’s common stock on the date of grant. The fair value of RSUs with market based vesting conditions were determined using a Monte-Carlo Simulation to reflect the effects of the market conditions. The assumptions used in calculating the fair value of the Company’s 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 and RSUs over the requisite service period. 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. For RSUs with market-based conditions, compensation is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions.

Income Taxes

The Company records its 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.

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 June 30, 2024 and December 31, 2023 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 six months ended June 30, 2024 and 2023 and did not have any interest or penalties accrued as of June 30, 2024.

Net Loss per Share of Common Stock

Basic net loss per 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.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes foreign currency translation adjustments. For the purposes of comprehensive income (loss) disclosures, the Company does not record tax provisions or benefits for the net changes in the foreign currency translation adjustment, as it intends to indefinitely reinvest undistributed earnings of its foreign subsidiaries. Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity.

Recently Adopted Accounting Standards

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses, which was subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10, ASU No. 2019-11, ASU No. 2020-03, and ASU No. 2022-02. These ASUs have provided for various minor technical corrections and improvements to the codification as well as other transition matters. Smaller reporting companies who file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. 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 August 2020, the FASB issued ASU No. 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, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 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. The Company adopted this standard on January 1, 2024, with no impact on its condensed consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). The FASB issued 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. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this standard on January 1, 2024, with no impact on its condensed consolidated financial statements and related disclosures.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842) — Common Control Arrangements, which require that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset. It also requires such leasehold improvements to be accounted for as a transfer between entities under common control through an adjustment to entity if, and when, the lessee no longer controls the use of the underlying asset. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024, with no impact on its condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Standards

In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), which modifies certain disclosure and presentation requirements of a variety of Topics in the Codification and is intended to both clarify or improve such requirements and align the requirements with the SEC’s regulations. The effective date for each amendment is the effective date of the removal of the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company will apply the provisions prospectively as such provisions become effective and does not expect ASU 2023-06 to have a material impact on the condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for the Company in the consolidated financial statements for the year ending December 31, 2024, and interim periods beginning after January 1, 2025. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires more detailed income tax disclosures, requiring entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. This update will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements and disclosures.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

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 58,197 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 permitted granting of incentive stock options (which 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. In May 2024, all awards outstanding under the 2018 Plan were replaced with corresponding awards to be issued pursuant to the 2023 Plan, as discussed below, and no new grants will be made under the 2018 Plan.

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 permitted 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. In May 2024, all awards outstanding under the 2022 Plan were replaced with corresponding awards to be issued pursuant to the 2023 Plan, as discussed below, and no new grants will be made under the 2022 Plan.

2023 Long Term Incentive Plan

On May 14, 2024, the Company’s shareholders approved the adoption of the 2023 Long Term Incentive Plan (the “2023 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. The options, restricted stock units and other securities issued pursuant to the 2018 Plan and 2022 Plan will be replaced with a corresponding award to be issued pursuant to the 2023 Plan. No new grants will be made under the 2022 Plan and the 2018 Plan and all outstanding grants under the 2018 Plan and 2022 Plan will be assumed by the 2023 Plan. The maximum aggregate number of shares that may be issued under the Plan shall not exceed 8,000,000, plus the number of shares that are automatically added on January 1st of each year for a period of up to ten years, commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of stock outstanding on December 31st of the preceding calendar year, and (ii) an amount determined by the Board of Directors. Pursuant to the 2023 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 the Board of Directors. As of June 30, 2024, under the 2023 Plan, 3,931,323 shares of common stock were issuable upon exercise of outstanding options and 469,400 restricted stock units (“RSUs”) were issuable. Under the 2023 Plan, 3,599,277 shares remain available for issuance through grants of future options. RSUs awarded under the 2023 Plan for the purchase of common stock will vest based on continued service which is generally three years or based on the achievement of market terms as set forth in the individual awards. The grant date fair value of the award will be recognized as compensation expense over the requisite service period. The fair value of the RSUs is estimated on the date of grant based on the fair value of the Company’s common stock. The 2023 Plan provides that the Compensation Committee shall determine the vesting conditions of awards granted under the 2023 Plan, and the Compensation Committee has from time-to-time approved vesting schedules for certain awards that deviate from the vesting conditions described in the previous sentence.

Restricted Stock Units

On January 3, 2024, pursuant to the 2022 Plan, the Company granted its then-CFO a market condition RSU of up to 150,000 shares of the Company’s common stock. The award had a grant date fair value of approximately $0.4 million using a Monte Carlo simulation model. The RSUs under this market-based award will vest partially based on achievement of stock price targets of the Company’s common stock. 50,000 RSUs vest when the 180-day VWAP meets or exceeds $8.00 per share, 50,000 RSUs vest when the 180-day VWAP meets or exceeds $12.00 per share, and 50,000 RSUs are not market-based and will vest over the continued service period of three years. These market-based conditions must be met in order for portions of the RSU award to vest, and it is therefore possible that certain awards ultimately would not vest. The grant date fair value of each RSU grant is expensed over the requisite service period. Compensation expense relating to share-based awards with market-based conditions is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions.

On February 29, 2024, pursuant to the 2022 Plan, the Company granted both its CFO and CEO awards of RSUs up to 150,000 shares of the Company’s common stock. The awards had a grant date fair value of approximately $0.6 million using a Monte Carlo simulation model. The portion of RSUs that are market-based awards will vest partially based on achievement of stock price targets of the Company’s common stock. 37,500 RSUs vest when the 180-day VWAP meets or exceeds $8.00 per share, 37,500 RSUs vest when the 180-day VWAP meets or exceeds $10.00 per share. The market-based conditions must be met in order for the market-based portion of the RSU awards to vest, and it is therefore possible that certain awards ultimately would not vest. 75,000 RSUs are not market-based and will vest over the continued service period of three years. The grant date fair value of each RSU grant is expensed over the requisite service period. Compensation expense relating to share-based awards with market-based conditions is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions.

On February 29, 2024, the Company amended the terms of the January 3, 2024 RSU grant to its then-CFO to provide for identical vesting terms to those provided in the February 29, 2024 RSU grant. The Company determined the amended RSU grant represents a modification of the original award, however, the incremental compensation cost of the amendment was not material.

A summary of RSU activities for the six months ended June 30, 2024 are presented below:

	Number of Shares			Weighted Average Grant Date Fair Value per Share
Nonvested as of January 1, 2024		58,197		$	4.65
Granted		450,000		$	2.16
Vested		(29,098	)	$	0.45
Forfeited		(9,699	)	$	0.45
Nonvested as of June 30, 2024		469,400		$	1.97

During the six months ended June 30, 2024 and 2023, the Company granted 450,000 and 58,197 restricted stock units, respectively, with a weighted-average grant date fair value of $2.16 per share and $4.65 per share, respectively. As of June 30, 2024, total unrecognized compensation expense related to restricted stock units was $0.9 million, which is expected to be recognized over a weighted-average period of 2.1 years.

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 Market of the London Stock Exchange, and lacks company-specific historical and implied volatility information. On September 11, 2023 the Company completed the Business Combination and was listed on NASDAQ under the symbol MDAI. Legacy Spectral estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Spectral AI continues to estimate 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 Legacy Spectral’s and Spectral AI’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 and Spectral AI have never paid cash dividends and Spectral AI does not expect to pay any cash dividends in the foreseeable future.

The Company’s stock options generally vest ratably annually over 3 years and have a contractual term of 10 years. In applying the Black Scholes option pricing model, the Company used the following assumptions for stock options granted during the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Exercise price (per share)	$	1.76		$	0.44
Expected term (years)		5.6			6.0
Volatility (annual)		66	%		72	%
Risk-free rate		4.3	%		3.5	%
Dividend yield (per share)		0	%		0	%

A summary of stock options activity for the six months ended June 30, 2024 is presented below:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2024		3,598,944		$	2.20		6.5	$	8,087
Options granted		443,437		$	1.76
Options forfeited		(58,358	)	$	3.84
Options cancelled		(52,700	)	$	3.59
Options exercised		-		$	-
Outstanding as of June 30, 2024		3,931,323		$	2.09		6.4	$	1,085
Options vested and exercisable as of June 30, 2024		3,311,097		$	1.90		5.9	$	1,066

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the respective date.

As of June 30, 2024, there was approximately $1.1 million of unrecognized stock-based compensation related to stock option grants that will be amortized over a weighted average period of 1.2 years.

The Company recorded stock-based compensation expense for stock options, RSUs, and restricted stock awards of $0.4 million and $0.7 million for the three and six months ended June 30, 2024, respectively, and $0.4 million and $0.7 million for the three and six months ended June 30, 2023, respectively, in general and administrative expenses in the condensed consolidated statements of operations.

During the year ended December 31, 2018, the Company granted 973,803 stock options to investors (the “Investor Options”) that were approved by the Board of Directors outside of the 2018 Plan. During the year ended December 31, 2023, 34,779 of the Investor Options were exercised and the remaining 904,245 Investor Options expired in November 2023. The Investor Options had an exercise price of $2.06 per share. As of June 30, 2024, there is no unrecognized stock-based compensation expense related to the Investor Options.

Stock-Based Compensation (Details) - Schedule of Stock Options Activity - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Schedule of Stock Options Activity [Abstract]
Stock Options, Outstanding Ending Balance	3,598,944
Weighted Average Exercise Price, Outstanding Ending Balance	$ 2.2
Weighted Average Remaining Contractual Life, Outstanding Ending Balance	6 years 6 months	6 years 4 months 24 days
Aggregate Intrinsic Value, Outstanding Ending Balance	$ 8,087
Stock Options, Options granted		443,437
Weighted Average Exercise Price, Options granted		$ 1.76
Stock Options, Options forfeited		(58,358)
Weighted Average Exercise Price, Options forfeited		$ 3.84
Stock Options, Options cancelled		(52,700)
Weighted Average Exercise Price, Options cancelled		$ 3.59
Stock Options, Options exercised
Weighted Average Exercise Price, Options exercised
Stock Options, Outstanding Ending Balance		3,931,323
Weighted Average Exercise Price, Outstanding Ending Balance		$ 2.09
Aggregate Intrinsic Value, Outstanding Ending Balance		$ 1,085
Stock Options, Options vested and exercisable		3,311,097
Weighted Average Exercise Price, Options vested and exercisable		$ 1.9
Weighted Average Remaining Contractual Life, Options vested and exercisable		5 years 10 months 24 days
Aggregate Intrinsic Value, Options vested and exercisable		$ 1,066

Fair Value Measurements (Details) - Schedule of Changes in Level 3 Warrant Liabilities Measured at Fair Value - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Schedule of Changes in Level 3 Liabilities Measured at Fair Value [Abstract]
Balance beginning	$ 27	$ 47	$ 113	$ 129
Change in fair value	(11)	(20)	81	(16)
Balance ending	$ 16	$ 27	$ 194	$ 113

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 6,877	$ 4,790
Accounts receivable, net	2,295	2,346
Inventory	267	230
Deferred offering costs		283
Prepaid expenses	1,249	1,452
Other current assets	973	801
Total current assets	11,661	9,902
Non-current assets:
Property and equipment, net	7	12
Right-of-use assets	2,229	778
Total Assets	13,897	10,692
Commitments and contingencies (Note 8)
Current liabilities:
Accounts payable	2,403	2,683
Accrued expenses	2,733	4,300
Deferred revenue	1,315	2,311
Lease liabilities, short-term	224	853
Notes payable		436
Notes payable - at fair value	7,001
Warrant liabilities	1,450	1,818
Total current liabilities	16,126	12,401
Lease liabilities, long-term	2,036
Total Liabilities	18,162	12,401
Stockholders’ Deficit
Preferred stock ($0.0001 par value); 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2024 and December 31, 2023
Common stock ($0.0001 par value); 80,000,000 shares authorized; 17,606,367 and 16,294,935 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	34,580	31,065
Accumulated other comprehensive income	10	12
Accumulated deficit	(38,857)	(32,788)
Total Stockholders’ Deficit	(4,265)	(1,709)
Total Liabilities and Stockholders’ Deficit	13,897	10,692
Related Party
Current liabilities:
Notes payable - related party	$ 1,000

Related Party Transactions (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 19, 2024
Related Party Transactions [Abstract]
Investment from an affiliate		$ 1.0
Interest rate, percentage	8.00%	8.00%

- Definition

Rate of interest on investment.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

+ Details

Net Loss Per Common Share

6 Months Ended

Jun. 30, 2024

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 six months ended June 30, 2024 and 2023, since the inclusion of all potential shares of common stock outstanding would have been anti-dilutive due to the Company’s net loss.

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.

	June 30,
	2024		2023

Common stock options		3,931,323		4,628,774
Common stock warrants		8,507,311		73,978
Unvested restricted stock units		469,400		58,197
Unvested restricted stock		-		-
Potentially dilutive securities		12,908,034		4,760,949

Recapitalization

6 Months Ended

Jun. 30, 2024

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:

Cash	$	660
Other current assets		127
Accounts payable		(860	)
Accrued expenses		(277	)
Warrant liabilities		(2,024	)
Net liabilities assumed in exchange for common stock		(2,374	)
Less: Cash		(660	)
Non-cash net liabilities 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 consolidated statement of operations for the year ended December 31, 2023 and no costs were capitalized. During the year ended December 31, 2023, the Company paid $1.9 million of Transaction Costs in cash and issued 966,667 shares of Company Common Stock with a fair value of $4.4 million.

Prior to the Business Combination, the Company incurred $0.7 million of transaction costs, included in other income (expense) in the consolidated statement of operations for the year ended December 31, 2023, for professional services incurred by Legacy Spectral that were related to potential business combinations that did not occur.

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

On July 17, 2024, the Company received the third Pre-Paid Advance as part of the SEPA with Yorkville in the amount of $2.3 million, which represents the $2.5 million Pre-Paid Advance net of $0.2 million of the 8% original issue discount, with a fixed conversion price of $2.24 per share.

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (6,069)	$ (6,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	5	5
Stock-based compensation	685	696
Amortization of right-of-use assets	320	350
Change in fair value of warrant liabilities	(368)	65
Change in fair value of notes payable	101
Costs from issuance of common stock	372
Changes in operating assets and liabilities:
Accounts receivable	51	774
Inventory	(37)
Unbilled revenue		527
Prepaid expenses	203	(11)
Other assets	(172)	(322)
Accounts payable	(206)	(752)
Accrued expenses	(1,567)	(405)
Deferred revenue	(996)	509
Lease liabilities	(364)	(284)
Net cash used in operating activities	(8,042)	(5,527)
Cash flows from financing activities:
Proceeds from issuance of common stock	2,667
Proceeds from notes payable	9,200
Proceeds from notes payable - related party	1,000
Payments of deferred offering costs		(306)
Payments for notes payable	(2,736)	(175)
Stock option exercises
Net cash provided by (used in) financing activities	10,131	(481)
Effect of exchange rate changes on cash	(2)
Net increase (decrease) in cash	2,087	(6,008)
Cash, beginning of period	4,790	14,174
Cash, end of period	6,877	8,166
Supplemental cash flow information:
Cash paid for interest		(3)
Cash paid for taxes
Noncash operating and financing activities disclosure:
Recognition of Right-of-use assets and related lease liabilities upon lease amendment	1,771	483
Unpaid deferred offering costs		818
Broker receivable for stock option exercises		$ 6

Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	6 Months Ended
	Jul. 17, 2024	May 16, 2024	Apr. 01, 2024	Mar. 20, 2024	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Stockholders’ Equity [Line Items]
Common stock, shares authorized (in Shares)						80,000,000	80,000,000
Common stock par value (in Dollars per share)						$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in Shares)						1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Aggregate gross proceeds					$ 2,605
Common stock shares issued (in Shares)						17,606,367	16,294,935
Stock issuance costs						$ 400
Service fee costs						100
Sell shares of common stock				$ 30,000
Principal amount				12,500
Prepaid advance disbursed amount				4,600
Pre-paid advance		$ 5,000
Prepaid advance net discount amount		$ 400		$ 400
Prepaid advance net discount percentage		8.00%		8.00%
Authorized to drawdown						3,000
B. Riley [Member]
Stockholders’ Equity [Line Items]
Aggregate gross proceeds						$ 10,000
Common stock shares issued (in Shares)						1,187,398
ELOC [Member]
Stockholders’ Equity [Line Items]
Aggregate gross proceeds						$ 2,700
First Pre-Paid Advance [Member]
Stockholders’ Equity [Line Items]
Pre-paid advance				$ 5,000
Convertible Promissory Notes [Member]
Stockholders’ Equity [Line Items]
Principal amount				$ 12,500
Fixed conversion price (in Dollars per share)		$ 2.03
Convertible Promissory Notes [Member] \| First Pre-Paid Advance [Member]
Stockholders’ Equity [Line Items]
Fixed conversion price (in Dollars per share)				$ 3.16
Second Pre-Paid Advance [Member]
Stockholders’ Equity [Line Items]
Prepaid advance disbursed amount		$ 4,600
Pre-paid advance		$ 4,600
Subsequent Event [Member]
Stockholders’ Equity [Line Items]
Prepaid advance disbursed amount	$ 2,300
Prepaid advance net discount amount	$ 200
Prepaid advance net discount percentage	8.00%
Subsequent Event [Member] \| Convertible Promissory Notes [Member]
Stockholders’ Equity [Line Items]
Principal amount	$ 2,500
Fixed conversion price (in Dollars per share)	$ 2.24
Standby Equity Purchase Agreement [Member]
Stockholders’ Equity [Line Items]
Issuance of common stock under the SEPA (in Shares)			94,937

Research and Development Revenue

6 Months Ended

Jun. 30, 2024

Research and Development Revenue [Abstract]

RESEARCH AND DEVELOPMENT REVENUE

5. RESEARCH AND DEVELOPMENT REVENUE

For the three and six months ended June 30, 2024 and 2023, the Company’s revenues disaggregated by the major sources were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
BARDA	$	7,066	$	4,020	$	13,167	$	8,963
Other U.S. governmental authorities		412		231		637		366
Total revenue	$	7,478	$	4,251	$	13,804	$	9,329

The following table presents the activity in the Company’s contract liabilities during and six months ended June 30, 2024 (in thousands):

	December 31, 2023 Balance		Additions		Reductions			June 30, 2024 Balance

Contract liabilities:
Deferred revenue	$	2,311	$	1,850	$	(2,846	)	$	1,315
Total contract liabilities	$	2,311	$	1,850	$	(2,846	)	$	1,315

- 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
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Net Loss Per Common Share (Details) - Schedule of Computation of Net Loss Per Common Share - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Computation of Net Loss Per Common Share [Line Items]
Potentially dilutive securities	12,908,034	4,760,949
Common Stock Options [Member]
Schedule of Computation of Net Loss Per Common Share [Line Items]
Potentially dilutive securities	3,931,323	4,628,774
Common Stock Warrants [Member]
Schedule of Computation of Net Loss Per Common Share [Line Items]
Potentially dilutive securities	8,507,311	73,978
Unvested Restricted Stock Units [Member]
Schedule of Computation of Net Loss Per Common Share [Line Items]
Potentially dilutive securities	469,400	58,197
Unvested Restricted Stock [Member]
Schedule of Computation of Net Loss Per Common Share [Line Items]
Potentially dilutive securities

Notes Payable (Details) - Schedule of Convertible Notes, Related Party Note, and Financing Arrangements - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Schedule of Convertible Notes, Related Party Note, and Financing Arrangements [Line Items]
Principal Repayments	$ 2,736	$ 175
Outstanding Balance	8,001		$ 436
Yorkville Convertible Notes [Member]
Schedule of Convertible Notes, Related Party Note, and Financing Arrangements [Line Items]
Amount Financed	$ 10,000
Interest Rate	0.00%
Principal Repayments	$ 2,300
Outstanding Balance	7,001
Related Party Note [Member]
Schedule of Convertible Notes, Related Party Note, and Financing Arrangements [Line Items]
Amount Financed	$ 1,000
Interest Rate	8.00%
Principal Repayments
Outstanding Balance	1,000
2023 Insurance Note [Member]
Schedule of Convertible Notes, Related Party Note, and Financing Arrangements [Line Items]
Amount Financed	$ 631
Interest Rate	8.60%
Principal Repayments	$ 436
Outstanding Balance			436
2022 Insurance Note [Member]
Schedule of Convertible Notes, Related Party Note, and Financing Arrangements [Line Items]
Amount Financed	$ 376
Interest Rate	6.70%
Principal Repayments		$ 175
Outstanding Balance

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
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+ Details

Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Jul. 17, 2024 USD ($) $ / shares
Subsequent Events [Line Items]
Principal amount	$ 2.3
Prepaid advance net discount amount	$ 0.2
Prepaid advance net discount percentage	8.00%
Convertible Promissory Notes [Member]
Subsequent Events [Line Items]
Pre-paid advance	$ 2.5
Fixed conversion price (in Dollars per share) \| $ / shares	$ 2.24

Notes Payable

6 Months Ended

Jun. 30, 2024

Notes Payable [Abstract]

NOTES PAYABLE

7. NOTES PAYABLE

The Company entered into the Yorkville Convertible Notes, the Related Party Note, and financing arrangements for a portion of its Directors and Officers insurance premiums, as follows (in thousands):

						Principal Repayments				Outstanding Balance
	Amount					Six Months Ended June 30,				June 30,		December 31,
	Financed		Interest Rate			2024		2023		2024		2023

Yorkville Convertible Notes	$	10,000		0.0	%	$	2,300	$	-	$	7,001	$	-
Related Party Note		1,000		8.0	%		-		-		1,000		-
2023 Insurance Note		631		8.6	%		436		-		-		436
2022 Insurance Note		376		6.7	%		-		175		-		-
						$	2,736	$	175	$	8,001	$	436

Yorkville Convertible Notes

On March 20, 2024, the Company entered into the SEPA with Yorkville pursuant to which the Company has the right to sell to Yorkville up to $30.0 million of its shares of Company Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA (such transaction, the “Yorkville Transaction”). In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $12.5 million (the “Pre-Paid Advance”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on March 20, 2024 in the amount of $5.0 million with a fixed conversion price of $3.16. The Company received $4.6 million in cash, net of the 8% original issue discount. On May 14, 2024, the shareholders voted to approve the reservation and issuance of shares to Yorkville to exceed the Exchange Cap and the second Pre-Paid Advance was disbursed on May 16, 2024 in the amount of $4.6 million, which is the $5.0 million second Pre-Paid Advance net of $0.4 million of the 8% original issue discount, with a fixed conversion price of $2.03. The third Pre-Paid Advance was disbursed on July 17, 2024 in the principal amount of $2.5 million with a fixed conversion price equal to 120% of the average VWAP during the three trading days immediately prior to the issuance of the note. The purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes.

Beginning on the forty-fifth (45th) day following the issuance date of the Convertible Note issued in connection with the first Pre-Paid Advance, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the Pre-Paid Advance in an amount equal to (i) $1,750,000, provided however, in respect of any Installment Date prior to the closing of the second Pre-Paid Advance, $750,000 (the “Installment Principal Amount”), plus (ii) the a payment premium of 7% of such Installment Principal Amount, and (iii) accrued and unpaid interest hereunder as of each Installment Date. The maturity date of the Convertible Notes issue in connection with each Pre-Paid Advance will be 12 months after the issuance date of such Convertible Notes. As of June 30, 2024, the Company has made aggregate installment payments on the first and second Pre-Paid Advances in the amount of $2.7 million, of which $2.3 million relates to the repayment of the principal, $0.2 million relates to the 8% original issue discount and $0.2 million relates to the 7% payment premium. As of June 30, 2024, the aggregate outstanding principal balance of the Yorkville Convertible Notes is $6.9 million.

As the SEPA is an equity-linked contract that does not qualify for equity classification, any expenses incurred will be recognized in the consolidated statements of operations and comprehensive loss within borrowing related costs. For the three and six months ended June 30, 2024, the Company recognized $0.3 million and $0.6 million in issuance costs related to the SEPA.

Related Party Note

On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest shareholder for the acquisition and development of a health care related artificial intelligence intellectual property portfolio. The investment is structured as a note payable with a one-year maturity, at an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Company’s shareholders or if Spectral IP is sold to a third party.

Insurance Notes

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.

- 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.

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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	SPECTRAL AI, INC.
Entity Central Index Key	0001833498
Entity File Number	000-00000
Entity Tax Identification Number	85-3987148
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	2515 McKinney Avenue
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
Entity Phone Fax Numbers [Line Items]
City Area Code	(972)
Local Phone Number	499-4934
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		17,606,367
Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	MDAI
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	MDAIW
Security Exchange Name	NASDAQ

Research and Development Revenue (Details) - Schedule of Company's Contract Liabilities $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Contract liabilities:
Balance at beginning	$ 2,311
Additions	1,850
Reductions	(2,846)
Balance at ending	1,315
Deferred revenue [Member]
Contract liabilities:
Balance at beginning	2,311
Additions	1,850
Reductions	(2,846)
Balance at ending	$ 1,315

Leases (Details) - Schedule of Lease Cost Included in General and Administrative Expense - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating leases
Operating lease cost	$ 182	$ 198	$ 387	$ 392
Variable lease cost	64	133	169	192
Operating lease expense	246	331	556	584
Short-term lease rent expense	36		78
Total rent expense	$ 282	$ 331	$ 634	$ 584

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Diluted net income (loss) per share	$ (0.16)	$ (0.23)	$ (0.36)	$ (0.51)
Diluted weighted average common shares outstanding diluted	17,598,357	13,210,320	17,079,328	13,200,515

- 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

+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Property and Equipment, Net

		Estimated Useful Life
Computer equipment		3 years
Manufacturing equipment		5 years
Furniture and equipment		5 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of remaining lease term or useful life

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Taxes [Abstract]

INCOME TAXES

12. INCOME TAXES

The Company recorded an income tax provision of approximately $69,000 and $91,000 for the three and six months ended June 30, 2024, respectively and an income tax provision of approximately $40,000 and $86,000 million for the three and six months ended June 30, 2023, respectively. The effective tax rate was 2.4% and 1.5% for the three and six months ended June 30, 2024, respectively and 1.3% for the three and six months ended June 30, 2023.

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 six months ended June 30, 2024 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.

- Definition

The entire disclosure for income tax.

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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: 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 13: 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 14: 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

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Expenses [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following as of June 30, 2024 and December 31, 2023 (in thousands):

	June 30,		December 31,
	2024		2023
Salary and wages	$	1,439	$	1,910
Operating expenses		655		1,563
Benefits		552		720
Taxes		87		107
Total accrued expenses	$	2,733	$	4,300

Recapitalization (Tables)

6 Months Ended

Jun. 30, 2024

Recapitalization [Abstract]

Schedule of Elements of the Business Combination

The following table provides the elements of the Business Combination:

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

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment, Net	6 Months Ended
	Jun. 30, 2024
Computer Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated useful lives of the assets	3 years
Manufacturing Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated useful lives of the assets	5 years
Furniture and Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated useful lives of the assets	5 years
Laboratory Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated useful lives of the assets	5 years
Leasehold Improvements [Member]
Schedule of Property and Equipment, Net [Line Items]
Leasehold improvements	Shorter of remaining lease term or useful life

Recapitalization (Details) - Schedule of Elements of the Business Combination $ in Thousands	Jun. 30, 2024 USD ($)
Schedule of Recapitalization [Abstract]
Cash	$ 660
Other current assets	127
Accounts payable	(860)
Accrued expenses	(277)
Warrant liabilities	(2,024)
Net liabilities assumed in exchange for common stock	(2,374)
Less: Cash	(660)
Non-cash net liabilities assumed in exchange for common stock	$ (3,034)

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Operating Lease

The following table summarizes quantitative information about the Company’s operating leases for the three and six months ended June 30, 2024 and 2023 (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Operating cash flows from operating leases	$	220		$	213		$	430		$	328
Right-of-use assets exchanged for operating lease liabilities	$	1,771		$	483		$	1,771		$	483
Weighted average remaining lease term (in years)		3.7			1.5			3.7			1.5
Weighted average discount rate		8.5	%		8.5	%		8.5	%		8.5	%

Schedule of Lease Cost Included in 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating leases
Operating lease cost	$	182	$	198	$	387	$	392
Variable lease cost		64		133		169		192
Operating lease expense		246		331		556		584
Short-term lease rent expense		36		-		78		-
Total rent expense	$	282	$	331	$	634	$	584

Schedule of Non-Cancelable Operating Lease

As of June 30, 2024, future minimum payments under the non-cancelable operating leases were as follows (in thousands):

Remaining period ended December 31, 2024	$	463
Year Ended December 31, 2025		691
Year Ended December 31, 2026		850
Year Ended December 31, 2027		871
Year Ended December 31, 2028		149
Total		3,024
Less: imputed interest		(437	)
Less: tenant improvement allowance		(327	)
Operating lease liabilities	$	2,260

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

9. LEASES

The Company leases office space for its principal office in Dallas, Texas, which was amended in April 2024 to extend the lease term to expire in February 2028. The lease amendment also included a landlord-provided tenant improvement allowance of up to $0.3 million to be applied to the costs of the construction of leasehold improvements. The Company determined that it owns the leasehold improvements under the lease and, as such, reflected the $0.3 million lease incentive as a reduction in lease liabilities and right-of-use assets. As of June 30, 2024, the Company has not yet incurred any leasehold improvement costs that were paid for by the lessor.

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 expired in March 2024. The lease was renewed in March 2024, however the Company has excluded this lease 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 six months ended June 30, 2024 and 2023 (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Operating cash flows from operating leases	$	220		$	213		$	430		$	328
Right-of-use assets exchanged for operating lease liabilities	$	1,771		$	483		$	1,771		$	483
Weighted average remaining lease term (in years)		3.7			1.5			3.7			1.5
Weighted average discount rate		8.5	%		8.5	%		8.5	%		8.5	%

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating leases
Operating lease cost	$	182	$	198	$	387	$	392
Variable lease cost		64		133		169		192
Operating lease expense		246		331		556		584
Short-term lease rent expense		36		-		78		-
Total rent expense	$	282	$	331	$	634	$	584

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 June 30, 2024, future minimum payments under the non-cancelable operating leases were as follows (in thousands):

Remaining period ended December 31, 2024	$	463
Year Ended December 31, 2025		691
Year Ended December 31, 2026		850
Year Ended December 31, 2027		871
Year Ended December 31, 2028		149
Total		3,024
Less: imputed interest		(437	)
Less: tenant improvement allowance		(327	)
Operating lease liabilities	$	2,260

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 29, 2024	Jan. 03, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2018	Dec. 31, 2023	Dec. 30, 2023
Stock Based Compensation [Line Items]
Shares authorized			8,000,000		8,000,000
Granted restricted stock units					443,437
Fair value (in Dollars)	$ 0.6
Exceeds per share (in Dollars per share)		$ 12
Shares granted					450,000
Weighted average grant fair value (in Dollars per share)					$ 0.45
Stock-based compensation expense (in Dollars)				$ 0.4		$ 0.7
Investor options were exercised
Exercise price (in Dollars per share)			$ 2.09		$ 2.09				$ 2.2
Share-Based Payment Arrangement, Tranche One [Member]
Stock Based Compensation [Line Items]
Restricted stock unit vest	37,500
Exceeds per share (in Dollars per share)	$ 8
Share-Based Payment Arrangement, Tranche Two [Member]
Stock Based Compensation [Line Items]
Exceeds per share (in Dollars per share)	$ 10	$ 8
Share-Based Payment Arrangement, Tranche Three [Member]
Stock Based Compensation [Line Items]
Restricted stock unit vest	75,000	50,000
2023 Long Term Incentive Plan [Member]
Stock Based Compensation [Line Items]
Shares authorized			3,931,323		3,931,323
Number of shares, outstanding percentage					5.00%
Stock remain available for issuance			3,599,277		3,599,277
2018 Long Term Incentive Plan [Member]
Stock Based Compensation [Line Items]
Exercise price (in Dollars per share)								$ 2.06
Stock Option [Member]
Stock Based Compensation [Line Items]
Share purchased					46,592,862
Warrants [Member]
Stock Based Compensation [Line Items]
Share purchased					762,712
Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Granted restricted stock units	150,000	150,000
Fair value (in Dollars)		$ 0.4
Shares granted					450,000	58,197
Weighted average grant fair value (in Dollars per share)					$ 2.16	$ 4.65
Unrecognized compensation expense (in Dollars)			$ 0.9		$ 0.9
Weighted-average period					2 years 1 month 6 days
Restricted Stock Units [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Stock Based Compensation [Line Items]
Restricted stock unit vest		50,000
Restricted Stock Units [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Stock Based Compensation [Line Items]
Restricted stock unit vest	37,500	50,000
Restricted Stock Units [Member] \| 2023 Long Term Incentive Plan [Member]
Stock Based Compensation [Line Items]
Shares authorized			469,400		469,400
Stock Option [Member]
Stock Based Compensation [Line Items]
Contractual term					3 years	10 years
Investor [Member] \| 2018 Long Term Incentive Plan [Member]
Stock Based Compensation [Line Items]
Stock options, options granted							973,803
Investor options were exercised								34,779
Investor options are outstanding								904,245
General and Administrative Expense [Member]
Stock Based Compensation [Line Items]
Stock-based compensation expense (in Dollars)			$ 0.4			$ 0.7
Stock Option [Member]
Stock Based Compensation [Line Items]
Weighted-average period					1 year 2 months 12 days
Unrecognized stock-based compensation (in Dollars)			$ 1.1		$ 1.1
Legacy Spectral [Member] \| Stock Option [Member]
Stock Based Compensation [Line Items]
Purchase common stock					4,519,191
Legacy Spectral [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Share purchased					600,000
Parent Company [Member] \| Warrant [Member]
Stock Based Compensation [Line Items]
Purchase common stock					73,978
Parent Company [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Share purchased					58,197

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,864)	$ (3,205)	$ (3,070)	$ (3,609)	$ (6,069)	$ (6,679)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
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-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at their Measurement	Jun. 30, 2024
Expected term (years) [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements input	0.3
Expected term (years) [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements input	0.38
Volatility (annual) [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements input	85
Volatility (annual) [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements input	90
Risk-free rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements input	5.33
Risk-free rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements input	5.38

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock-Based Compensation (Details) - Schedule of RSU Activities	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of RSU activities [Abstract]
Number of Shares, Nonvested beginning balance \| shares	58,197
Weighted Average Grant Date Fair Value per Share, Nonvested beginning balance \| $ / shares	$ 4.65
Number of Shares, Granted \| shares	450,000
Weighted Average Grant Date Fair Value Per Share, Granted \| $ / shares	$ 2.16
Number of Shares, Vested \| shares	(29,098)
Weighted Average Grant Date Fair Value Per Share, Vested \| $ / shares	$ 0.45
Number of Shares, Forfeited \| shares	(9,699)
Weighted Average Grant Date Fair Value Per Share, Forfeited \| $ / shares	$ 0.45
Number of Shares, Nonvested ending balance \| shares	469,400
Weighted Average Grant Date Fair Value per Share, Nonvested ending balance \| $ / shares	$ 1.97

Recapitalization (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
Recapitalization (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Recapitalization [Line Items]
Net liabilities	$ 2.4
Fair value	$ 0.2
Transaction costs		$ 0.7
Sponsor [Member]
Recapitalization [Line Items]
Issued of common shares (in Shares)	33,333
Legacy Spectral [Member]
Recapitalization [Line Items]
Transaction costs		$ 7.6
Issuance of shares for transaction costs (in Shares)		966,667
Common Stock [Member] \| Legacy Spectral [Member]
Recapitalization [Line Items]
Fair value		$ 4.4

Accrued Expenses

6 Months Ended

Jun. 30, 2024

Accrued Expenses [Abstract]

ACCRUED EXPENSES

6. ACCRUED EXPENSES

Accrued expenses consist of the following as of June 30, 2024 and December 31, 2023 (in thousands):

	June 30,		December 31,
	2024		2023
Salary and wages	$	1,439	$	1,910
Operating expenses		655		1,563
Benefits		552		720
Taxes		87		107
Total accrued expenses	$	2,733	$	4,300

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Sep. 11, 2023
Summary of Significant Accounting Policies [Line Items]
Net foreign exchange transaction losses		$ 9,000	$ 13,000	$ 25,000	$ 13,000
Warrants price per share (in Dollars per share)							$ 11.5
Warrant expire term							5 years
Warrant per share (in Dollars per share)		$ 1.76	$ 0.44	$ 1.76	$ 0.44
Research and development expense		$ 5,400	$ 3,700	$ 9,700	$ 7,700
Cost of revenue				$ 2,200	2,300
General and administrative expense		$ 1,200	1,200
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Warrants price per share (in Dollars per share)		$ 0.1		$ 0.1
Exceeds per share (in Dollars per share)		$ 11.5		$ 11.5
Public warrants outstanding (in Shares)		73,978		73,978
Purchase share (in Shares)				1
Number of warrants issued (in Shares)	73,978
Warrant per share (in Dollars per share)	$ 7.32
BARDA and MTEC contracts [Member]
Summary of Significant Accounting Policies [Line Items]
Cost of revenue		$ 4,200	$ 2,500
Research and Development Expense [Member]
Summary of Significant Accounting Policies [Line Items]
Research and development expense				$ 7,500	$ 5,400
One Customer [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Net receivables, percentage				98.00%		92.00%
One Customer [Member] \| Customer Concentration Risk [Member] \| Research and Development Revenue [Member]
Summary of Significant Accounting Policies [Line Items]
Net receivables, percentage		95.00%	94.00%	96.00%	95.00%
Public Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Exceeds per share (in Dollars per share)							$ 18
Public warrants outstanding (in Shares)		8,433,333		8,433,333

Nature of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended		6 Months Ended
	Dec. 02, 2024	Mar. 19, 2024	Feb. 17, 2021	Sep. 30, 2023	Apr. 30, 2023	Jun. 30, 2024	Jul. 17, 2024	Jun. 03, 2024	May 16, 2024	Mar. 20, 2024	Dec. 31, 2023	Dec. 26, 2023
Nature of the Business [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001					$ 0.0001
Common stock exchange ratio price (in Dollars per share)				$ 10.31
Contract value				$ 150,000
Contract initial award value						$ 54,900
Received amount					$ 4,000
Investment from shareholders		$ 1,000
Interest rate		8.00%				8.00%
Cash						$ 6,877					$ 4,790
Accumulated deficit						(38,857)					(32,788)
Notes payable						8,000					400
Aggregate gross purchase price												$ 10,000
Obligation to sell										$ 30,000
Advance amount									$ 5,000
Additional authorized amount						3,000
Additional development amount						500
Market securities value								$ 35,000
Pre-Paid Advance [Member]
Nature of the Business [Line Items]
Advance amount						$ 17,500				12,500
First Pre-Paid Advance [Member]
Nature of the Business [Line Items]
Advance amount									4,600	$ 4,600
Second Pre-Paid Advance [Member]
Nature of the Business [Line Items]
Advance amount									$ 4,600
Sponsor [Member]
Nature of the Business [Line Items]
Common stock shares issued (in Shares)						5,445,000
Letter Agreement [Member]
Nature of the Business [Line Items]
Common stock shares issued (in Shares)						880,000
Legacy Spectral Common Stock [Member]
Nature of the Business [Line Items]
Common stock shares issued (in Shares)				7,679,198
Issuance of private placement				$ 3,400
Common stock excess shares outstanding (in Shares)				145,380,871
Common stock excess shares issued (in Shares)				145,380,871
Common stock exchange ratio shares (in Shares)				14,094,450
Common stock exchange ratio price (in Dollars per share)				$ 10.31
Subsequent Event [Member] \| Third Pre-Paid Advance [Member]
Nature of the Business [Line Items]
Advance amount							$ 2,500
Cash [Member]
Nature of the Business [Line Items]
Cash						$ 6,900					4,800
Biomedical Advanced Research and Development Authority [Member]
Nature of the Business [Line Items]
Accumulated deficit											$ 32,800
Class A Common Stock [Member]
Nature of the Business [Line Items]
Common stock shares issued (in Shares)						280,485
Common stock, par value (in Dollars per share)						$ 0.0001
Class B Common Stock [Member]
Nature of the Business [Line Items]
Common stock shares issued (in Shares)						6,325,000
Common stock, par value (in Dollars per share)						$ 0.0001
Common Stock [Member] \| Legacy Spectral Common Stock [Member]
Nature of the Business [Line Items]
Common stock, par value (in Dollars per share)						$ 0.001
Forecast [Member] \| Common Stock [Member]
Nature of the Business [Line Items]
Market capitalization value	$ 35,000
Private Placement [Member]
Nature of the Business [Line Items]
Sale of warrant (in Shares)			8,433,333
Public Share [Member]
Nature of the Business [Line Items]
Common stock shares issued (in Shares)						280,485
Common stock, par value (in Dollars per share)						$ 0.0001

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued Expenses [Abstract]
Salary and wages	$ 1,439	$ 1,910
Operating expenses	655	1,563
Benefits	552	720
Taxes	87	107
Total accrued expenses	$ 2,733	$ 4,300

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
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
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 issued	17,606,367	16,294,935
Common stock, shares outstanding	17,606,367	16,294,935

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 1	$ 23,929		$ (11,934)	$ 11,996
Balance (in Shares) at Dec. 31, 2022	13,170,148
Stock-based compensation		300			300
Stock-based compensation (in Shares)	18,186
Stock option exercises
Stock option exercises (in Shares)	10,129
Cumulative translation adjustment			1		1
Net loss				(3,609)	(3,609)
Balance at Mar. 31, 2023	$ 1	24,229	1	(15,543)	8,688
Balance (in Shares) at Mar. 31, 2023	13,198,463
Balance at Dec. 31, 2022	$ 1	23,929		(11,934)	11,996
Balance (in Shares) at Dec. 31, 2022	13,170,148
Net loss					(6,679)
Balance at Jun. 30, 2023	$ 1	24,631	3	(18,613)	6,022
Balance (in Shares) at Jun. 30, 2023	13,216,414
Balance at Dec. 31, 2022	$ 1	23,929		(11,934)	11,996
Balance (in Shares) at Dec. 31, 2022	13,170,148
Balance at Dec. 31, 2023	$ 2	31,065	12	(32,788)	(1,709)
Balance (in Shares) at Dec. 31, 2023	16,294,935
Balance at Mar. 31, 2023	$ 1	24,229	1	(15,543)	8,688
Balance (in Shares) at Mar. 31, 2023	13,198,463
Stock-based compensation		396			396
Stock-based compensation (in Shares)	12,132
Stock option exercises		6			6
Stock option exercises (in Shares)	5,819
Cumulative translation adjustment			2		2
Net loss				(3,070)	(3,070)
Balance at Jun. 30, 2023	$ 1	24,631	3	(18,613)	6,022
Balance (in Shares) at Jun. 30, 2023	13,216,414
Balance at Dec. 31, 2023	$ 2	31,065	12	(32,788)	(1,709)
Balance (in Shares) at Dec. 31, 2023	16,294,935
Stock-based compensation		283			283
Sale of common stock		2,605			2,605
Sale of common stock (in Shares)	1,187,398
Cumulative translation adjustment			(2)		(2)
Net loss				(3,205)	(3,205)
Balance at Mar. 31, 2024	$ 2	33,953	10	(35,993)	(2,028)
Balance (in Shares) at Mar. 31, 2024	17,482,333
Balance at Dec. 31, 2023	$ 2	31,065	12	(32,788)	(1,709)
Balance (in Shares) at Dec. 31, 2023	16,294,935
Net loss					(6,069)
Balance at Jun. 30, 2024	$ 2	34,580	10	(38,857)	(4,265)
Balance (in Shares) at Jun. 30, 2024	17,606,367
Balance at Mar. 31, 2024	$ 2	33,953	10	(35,993)	(2,028)
Balance (in Shares) at Mar. 31, 2024	17,482,333
Stock-based compensation		402			402
Issuance of common stock under the SEPA		225			225
Issuance of common stock under the SEPA (in Shares)	94,937
Vesting of restricted stock units
Vesting of restricted stock units (in Shares)	29,097
Cumulative translation adjustment
Net loss				(2,864)	(2,864)
Balance at Jun. 30, 2024	$ 2	$ 34,580	$ 10	$ (38,857)	$ (4,265)
Balance (in Shares) at Jun. 30, 2024	17,606,367

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

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 June 30, 2024 and December 31, 2023, by level within the fair value hierarchy (in thousands):

	Fair value measured as of June 30, 2024
	Fair value at June 30, 2024		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant liabilities	$	1,450	$	1,434	$	-	$	16
Short-term notes payable – Yorkville		7,001		-		-		7,001
	$	8,451	$	1,434	$	-	$	7,017

	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	$	1,818	$	1,771	$	-	$	47

There were no transfers between Level 1, 2 or 3 during the six months ended June 30, 2024.

Fair values of cash, accounts receivable, accounts payable, accrued expenses, and short-term debt (other than the notes payable with Yorkville) 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 SP 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 warrant liabilities measured at fair value for the three and six months ended June 30, 2024 and 2023 (in thousands):

Balance – January 1, 2024	$	47
Change in fair value		(20	)
Balance – March 31, 2024	$	27
Change in fair value		(11	)
Balance – June 30, 2024	$	16

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

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 warrant liability fair value measurements inputs at their measurement:

	June 30,			December 31,
	2024			2023

Strike price (per share)	$	7.32		$	7.32
Contractual term (years)		3.0			3.5
Volatility (annual)		66.3	%		71.2	%
Risk-free rate		4.5	%		4.0	%
Dividend yield (per share)		0.0	%		0.0	%

Valuation of short-term notes payable – Yorkville

The Company elected the fair value option to account for the financial instrument with Yorkville signed on March 20, 2024 (see Note 7). The estimate of the fair value as of June 30, 2024 was determined using a binomial lattice model. The fair value measurement of the debt is determined using Level 3 inputs and assumptions unobservable in the market.

Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses as a component of other income (expense) in the accompanying condensed consolidated statements of operations and comprehensive loss under change in fair value of debt, with the exception of changes due to the Company’s credit risk, which are presented as a component of accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. The actual settlement of the short-term debt could differ from current estimates based on the timing of when and if Yorkville elects to convert amounts into common shares, potential cash repayment by the Company prior to maturity, and movements in the Company’s common stock price.

The following table provides a rollforward of the aggregate fair values of the Company’s Yorkville debt for which fair values are determined using Level 3 inputs (in thousands):

Balance as of January 1, 2024	$	-
Addition of short-term notes payable		4,600
Fair value adjustment		(66	)
Balance as of March 31, 2024		4,534
Addition of short-term notes payable		4,600
Principal repayments		(2,300	)
Fair value adjustment		167
Balance as of June 30, 2024	$	7,001

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

			June 30,
			2024

Expected term (years)			0.30 – 0.38
Volatility (annual)			85 – 90%
Risk-free rate			5.33 – 5.38%

Valuation of forward options in B. Riley ELOC and Yorkville SEPA

The B. Riley ELOC and Yorkville SEPA are accounted for as derivatives and will be recognized at fair value. Any changes in fair value between the carrying amount of the forward issuance contracts and the settlement amounts will be recognized in other income (expense) in the condensed consolidated statement of operations and comprehensive loss. For the three and six months ended June 30, 2024, the Company determined there were immaterial changes in derivative liability fair value related to the B. Riley ELOC the Yorkville SEPA. The Company recognized no change in derivative liability fair value for the three and six months ended June 30, 2024.

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

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.

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Segments

Segments

Cash

Cash

Accounts Receivable, Net and Unbilled Revenue

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^® System.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss includes net loss, as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.

Concentrations of Credit Risk

Concentrations of Credit Risk

Inventory, Policy [Policy Text Block]

Inventory

Fair Value

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).

Foreign Currency

Foreign Currency

Property and Equipment, Net

Property and Equipment, Net

		Estimated Useful Life
Computer equipment		3 years
Manufacturing equipment		5 years
Furniture and equipment		5 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of remaining lease term or useful life

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Leases

Leases

During the three and six months ended June 30, 2024 and 2023, the Company did not have any financing leases.

Warrant Liabilities

Warrant Liabilities

Research and Development Revenue

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.

Research and Development Expense

Research and Development Expense

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Net Loss per Share of Common Stock

Net Loss per Share of Common Stock

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Stock-Based Compensation [Abstract]

Schedule of RSU Activities

A summary of RSU activities for the six months ended June 30, 2024 are presented below:

	Number of Shares			Weighted Average Grant Date Fair Value per Share
Nonvested as of January 1, 2024		58,197		$	4.65
Granted		450,000		$	2.16
Vested		(29,098	)	$	0.45
Forfeited		(9,699	)	$	0.45
Nonvested as of June 30, 2024		469,400		$	1.97

Schedule of Assumptions for Stock Options Granted

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Exercise price (per share)	$	1.76		$	0.44
Expected term (years)		5.6			6.0
Volatility (annual)		66	%		72	%
Risk-free rate		4.3	%		3.5	%
Dividend yield (per share)		0	%		0	%

Schedule of Stock Options Activity

A summary of stock options activity for the six months ended June 30, 2024 is presented below:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2024		3,598,944		$	2.20		6.5	$	8,087
Options granted		443,437		$	1.76
Options forfeited		(58,358	)	$	3.84
Options cancelled		(52,700	)	$	3.59
Options exercised		-		$	-
Outstanding as of June 30, 2024		3,931,323		$	2.09		6.4	$	1,085
Options vested and exercisable as of June 30, 2024		3,311,097		$	1.90		5.9	$	1,066

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs	Jun. 30, 2024	Dec. 31, 2023
Strike price [Member]
Schedule of Quantitative Information of Fair Value Measurements Inputs [Line Items]
Warrant liability fair value measurements inputs	7.32	7.32
Contractual term [Member]
Schedule of Quantitative Information of Fair Value Measurements Inputs [Line Items]
Warrant liability fair value measurements inputs	3	3.5
Volatility [Member]
Schedule of Quantitative Information of Fair Value Measurements Inputs [Line Items]
Warrant liability fair value measurements inputs	66.3	71.2
Risk-free rate [Member]
Schedule of Quantitative Information of Fair Value Measurements Inputs [Line Items]
Warrant liability fair value measurements inputs	4.5	4
Dividend yield [Member]
Schedule of Quantitative Information of Fair Value Measurements Inputs [Line Items]
Warrant liability fair value measurements inputs	0	0

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is not a party to any material legal proceedings or pending claims. The Company is aware of a material threatened claim that it believes is without merit. 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, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations.

Stock-Based Compensation (Details) - Schedule of Assumptions for Stock Options Granted - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Assumptions for Stock Options Granted [Abstract]
Exercise price (per share) (in Dollars per share)	$ 1.76	$ 0.44
Expected term (years)	5 years 7 months 6 days	6 years
Volatility (annual)	66.00%	72.00%
Risk-free rate	4.30%	3.50%
Dividend yield (per share)	0.00%	0.00%

Related Party Transactions

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

14. RELATED PARTY TRANSACTIONS

On March 7, 2024, the Company formed a new wholly-owned subsidiary, Spectral IP, to be utilized to advance artificial intelligent intellectual property with a specific emphasis on healthcare. On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest shareholder for the development of its artificial intelligence intellectual property portfolio. The investment is structured as a note payable with a one-year maturity, an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Company’s shareholders or if Spectral IP is sold to a third party.

For the year ended December 31, 2023, the Company did not have any transactions with related parties.

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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

Leases (Details) - Schedule of Operating Lease - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Operating Lease [Abstract]
Operating cash flows from operating leases	$ 220	$ 213	$ 430	$ 328
Right-of-use assets exchanged for operating lease liabilities	$ 1,771	$ 483	$ 1,771	$ 483
Weighted average remaining lease term (in years)	3 years 8 months 12 days	1 year 6 months	3 years 8 months 12 days	1 year 6 months
Weighted average discount rate	8.50%	8.50%	8.50%	8.50%

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2024

Notes Payable [Abstract]

Schedule of Convertible Notes, Related Party Note, and Financing Arrangements

The Company entered into the Yorkville Convertible Notes, the Related Party Note, and financing arrangements for a portion of its Directors and Officers insurance premiums, as follows (in thousands):

						Principal Repayments				Outstanding Balance
	Amount					Six Months Ended June 30,				June 30,		December 31,
	Financed		Interest Rate			2024		2023		2024		2023

Yorkville Convertible Notes	$	10,000		0.0	%	$	2,300	$	-	$	7,001	$	-
Related Party Note		1,000		8.0	%		-		-		1,000		-
2023 Insurance Note		631		8.6	%		436		-		-		436
2022 Insurance Note		376		6.7	%		-		175		-		-
						$	2,736	$	175	$	8,001	$	436

Fair Value Measurements (Details) - Schedule of Rollforward of the Aggregate Fair Values of the Company’s Yorkville Debt - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023
Schedule of Rollforward of the Aggregate Fair Values of the Company’s Yorkville Debt [Abstract]
Balance at beginning	$ 4,534
Addition of short-term notes payable	4,600	4,600	9,200
Principal repayments	(2,300)
Fair value adjustment	167	(66)	167
Balance at ending	$ 7,001	$ 4,534	$ 7,001

Research and Development Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Research and Development Revenue [Abstract]

Schedule of Revenue Disaggregated

For the three and six months ended June 30, 2024 and 2023, the Company’s revenues disaggregated by the major sources were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
BARDA	$	7,066	$	4,020	$	13,167	$	8,963
Other U.S. governmental authorities		412		231		637		366
Total revenue	$	7,478	$	4,251	$	13,804	$	9,329

Schedule of Company's Contract Liabilities

The following table presents the activity in the Company’s contract liabilities during and six months ended June 30, 2024 (in thousands):

	December 31, 2023 Balance		Additions		Reductions			June 30, 2024 Balance

Contract liabilities:
Deferred revenue	$	2,311	$	1,850	$	(2,846	)	$	1,315
Total contract liabilities	$	2,311	$	1,850	$	(2,846	)	$	1,315

Nature of the Business

6 Months Ended

Jun. 30, 2024

Nature of the Business [Abstract]

NATURE OF THE BUSINESS

1. NATURE OF THE BUSINESS

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 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 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 Acquisition Corp I (“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 the 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 $150.0 million (the “PBS BARDA Contract”). This multi-year contract includes an initial award of nearly $54.9 million to support the clinical validation and FDA clearance of DeepView^® for commercial development and distribution purposes. The Company completed the second contract with BARDA, referred to as BARDA Burn II, which was signed in July 2019 and completed in November 2023. Under this contract, the Company furthered the DeepView System design, developed the AI algorithm, and took steps to obtain FDA approval.

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 Agreement is for the development of a handheld version of 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.

On March 7, 2024, the Company formed a new wholly-owned subsidiary, Spectral IP, Inc., a Delaware corporation (“Spectral IP”), to be utilized to advance artificial intelligence intellectual property with a specific emphasis on healthcare. On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest shareholder for the development of its artificial intelligence intellectual property portfolio. The investment is structured as a note payable with a one-year maturity, an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Company’s shareholders or if Spectral IP is sold to a third party.

Risks and Uncertainties

The Company is subject to a number of risks common to development stage companies in the medical technology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, risks of obtaining regulatory approval for any products that it may develop, development by competitors of technological innovations, compliance with government regulations and the need to obtain additional financing.

Liquidity

As of June 30, 2024 and December 31, 2023, the Company had approximately $6.9 million and $4.8 million, respectively, in cash, and an accumulated deficit of $38.9 million and $32.8 million, respectively. As of June 30, 2024 and December 31, 2023, the Company had approximately $8.0 million and $0.4 million, respectively, in notes payable and no long-term debt as of either period.

On March 20, 2024, the Company also entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $30.0 million in shares of Company Common Stock, subject to certain limitations and conditions set forth in the SEPA (such transaction, the “Yorkville Transaction”). In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes an aggregate principal amount of up to $12.5 million (the “Pre-Paid Advance”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on March 20, 2024 in the amount of $4.6 million and the second Pre-Paid Advance was disbursed on May 16, 2024 in the amount of $4.6 million. The third Pre-Paid Advance was disbursed on July 17, 2024 in the principal amount of $2.5 million. In addition to the Pre-Paid Advance, the Company has the ability to drawdown an additional $17.5 million under the SEPA. In connection with the execution and delivery of the SEPA, the Company may also drawdown $3.0 million from the ELOC prior to utilizing the SEPA. See Note 7 and Note 10 for further details.

In March 2024, the Company received an additional $0.5 million award from the Defense Health Agency to further the development related to the MTEC Agreement.

On June 3, 2024, the Company received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliance with the listing requirement relating to a minimum market value of its listed securities of $35.0 million. The Company has 180 calendar days from receipt of a notice from Nasdaq to regain compliance with the market value of listed securities requirement. If at any time before December 2, 2024, the closing market capitalization of the Company’s Common Stock closes at or above $35.0 million for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period 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, the Company may be delisted from Nasdaq.

Based on the Company’s current operating plan, the Company believes that its cash , together with the proceeds from the PBS BARDA Contract, the MTEC Agreement and availability under the B. Riley ELOC, and the Yorkville Transaction will be sufficient to fund operations for at least one year beyond the release date of these condensed consolidated financial statements. The Company has based this determination on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. The Company could utilize cost-savings measures to limit the expenditures of our DFU indication to conserve our working capital and to focus our efforts primarily on the burn indication. Changing circumstances could also cause us to consume capital significantly faster than we currently anticipate, and we may need to raise capital sooner or in greater amounts than currently expected because of circumstances beyond our control. Changes in the current equity markets may also limit our ability to utilize the B. Riley ELOC and Yorkville Transaction as currently structured. To the extent additional capital is necessary, there are no assurances that we will be able to raise additional capital on favorable terms or at all, and therefore we may not be able to execute our business plans and the continued work on indications beyond expanding our burn indication.

Net Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2024

Net Loss Per Common Share [Abstract]

Schedule of Computation of Net Loss Per Common Share

	June 30,
	2024		2023

Common stock options		3,931,323		4,628,774
Common stock warrants		8,507,311		73,978
Unvested restricted stock units		469,400		58,197
Unvested restricted stock		-		-
Potentially dilutive securities		12,908,034		4,760,949

Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

10. STOCKHOLDERS’ EQUITY

In conjunction with 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”).

On December 26, 2023, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and related Registration Rights Agreement with B. Riley Principal Capital II, LLC (“B. Riley”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, in our sole discretion, to sell to B. Riley up to $10.0 million in aggregate gross proceeds of newly issued shares of the Company’s Common Stock (the “ELOC”). During the six months ended June 30, 2024 the Company issued 1,187,398 shares to B. Riley under the ELOC for $2.7 million in aggregate gross proceeds. During the six months ended June 30, 2024, the Company recognized $0.4 million of related stock issuance costs and $0.1 million of service fee costs which are included in transaction costs within the condensed consolidated statements of operations and comprehensive loss. The Company did not issue any shares under the ELOC during the three months ended June 30, 2024.

On March 20, 2024, the Company also entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $30.0 million in shares of Company Common Stock, subject to certain limitations and conditions set forth in the SEPA (such transaction, the “Yorkville Transaction”). In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes an aggregate principal amount of up to $12.5 million (the “Pre-Paid Advance”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on March 20, 2024 in the amount of $4.6 million, which is the $5.0 million Pre-Paid Advance net of $0.4 million of the 8% original issue discount, with a fixed conversion price of $3.16. On May 14, 2024, the shareholders voted to approve the reservation and issuance of shares to Yorkville to exceed the Exchange Cap and the second Pre-Paid Advance was disbursed on May 16, 2024 in the amount of $4.6 million, which is the $5.0 million second Pre-Paid Advance net of $0.4 million of the 8% original issue discount, with a fixed conversion price of $2.03. The third Pre-Paid Advance was disbursed on July 17, 2024 in the principal amount of $2.5 million. In connection with the execution and delivery of the SEPA, the Company is authorized to drawdown an additional $3.0 million from the ELOC prior to utilizing the SEPA. The Company issued 94,937 shares of Company Common Stock in April 2024 as a commitment fee under the SEPA. The Company did not issue any shares as repayment of principal under the SEPA during the three and six months ended June 30, 2024.

- 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Taxes [Abstract]
Income tax provision	$ 69	$ 40	$ 91	$ 86
Effective tax rate, percentage	2.40%	1.30%	1.50%	1.30%

- Definition

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

+ References

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-Topic 270
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+ Details

Notes Payable (Details) - USD ($)		3 Months Ended	6 Months Ended
Notes Payable (Details) - USD ($)	Mar. 20, 2024	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	May 16, 2024	Mar. 19, 2024
Notes Payable [Line Items]
Sell Shares of common stock	$ 30,000,000
Principal amount	12,500,000
Cash	$ 4,600,000
Original issue discount	8.00%
Pre-paid advance					$ 5,000,000
Interest rate		8.00%	8.00%			8.00%
Rate of pre-paid advance	92.00%
Annual rate of outstanding balance	0.00%
Convertible notes rate	18.00%
Installment principal amount			$ 750,000
Premium rate			7.00%
Repayment			$ 2,300,000
Principal amount			2,736,000	$ 175,000
Issuance costs		$ 300,000	600,000
First Pre-Paid Advance [Member]
Notes Payable [Line Items]
Advance amount	$ 5,000,000
Pre-paid advance	$ 5,000,000
Pre-Paid Advance [Member]
Notes Payable [Line Items]
Principal amount			1,750,000
Second Pre-Paid Advance [Member]
Notes Payable [Line Items]
Pre-paid advance		$ 2,700,000	2,700,000
Spectral IP Inc [Member]
Notes Payable [Line Items]
Interest rate						8.00%
Investment						$ 1,000,000
Yorkville Convertible Notes [Member]
Notes Payable [Line Items]
Fixed conversion price (in Dollars per share)	$ 3.16
Principal amount			2,300,000
Aggregate outstanding principal balance			$ 6,900,000
First Pre-Paid Advance [Member]
Notes Payable [Line Items]
Pre-paid advance	$ 4,600,000				$ 4,600,000
Convertible Promissory Notes [Member]
Notes Payable [Line Items]
Principal amount	$ 12,500,000
Fixed conversion price (in Dollars per share)					$ 2.03
Interest rate		7.00%	7.00%		8.00%
Principal amount			$ 200,000
Convertible Promissory Notes [Member] \| First Pre-Paid Advance [Member]
Notes Payable [Line Items]
Fixed conversion price (in Dollars per share)	$ 3.16
Third Pre-Paid Advance [Member]
Notes Payable [Line Items]
Principal amount	$ 2,500,000
VWAP [Member]
Notes Payable [Line Items]
Conversion price rate	120.00%
Second Pre-Paid Advance [Member]
Notes Payable [Line Items]
Pre-paid advance					$ 4,600,000
Principal amount			$ 200,000
Standby Equity Purchase Agreement [Member] \| First Pre-Paid Advance [Member]
Notes Payable [Line Items]
Pre-paid advance					5,000,000
Standby Equity Purchase Agreement [Member] \| Convertible Promissory Notes [Member]
Notes Payable [Line Items]
Pre-paid advance					$ 400,000

Fair Value Measurements (Details) - Schedule of Changes in Level 3 Warrant Liabilities Measured at Fair Value - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Warrant liabilities	$ 1,450	$ 1,818
Short-term notes payable – Yorkville	7,001
Total	8,451
Quoted prices in active markets (Level 1) [Member]
Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Warrant liabilities	1,434	1,771
Short-term notes payable – Yorkville
Total	1,434
Significant other observable inputs (Level 2) [Member]
Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Warrant liabilities
Short-term notes payable – Yorkville
Total
Significant unobservable inputs (Level 3) [Member]
Schedule of Financial Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Warrant liabilities	16	$ 47
Short-term notes payable – Yorkville	7,001
Total	$ 7,017

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30, 2024
	Fair value at June 30, 2024		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant liabilities	$	1,450	$	1,434	$	-	$	16
Short-term notes payable – Yorkville		7,001		-		-		7,001
	$	8,451	$	1,434	$	-	$	7,017

	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	$	1,818	$	1,771	$	-	$	47

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at their Measurement

The following table presents changes in Level 3 warrant liabilities measured at fair value for the three and six months ended June 30, 2024 and 2023 (in thousands):

Balance – January 1, 2024	$	47
Change in fair value		(20	)
Balance – March 31, 2024	$	27
Change in fair value		(11	)
Balance – June 30, 2024	$	16

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

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at their Measurement

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

	June 30,			December 31,
	2024			2023

Strike price (per share)	$	7.32		$	7.32
Contractual term (years)		3.0			3.5
Volatility (annual)		66.3	%		71.2	%
Risk-free rate		4.5	%		4.0	%
Dividend yield (per share)		0.0	%		0.0	%

Schedule of Rollforward of the Aggregate Fair Values of the Company’s Yorkville Debt

The following table provides a rollforward of the aggregate fair values of the Company’s Yorkville debt for which fair values are determined using Level 3 inputs (in thousands):

Balance as of January 1, 2024	$	-
Addition of short-term notes payable		4,600
Fair value adjustment		(66	)
Balance as of March 31, 2024		4,534
Addition of short-term notes payable		4,600
Principal repayments		(2,300	)
Fair value adjustment		167
Balance as of June 30, 2024	$	7,001

Fair Value Measurements [Member]

Fair Value Measurements (Tables) [Line Items]

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at their Measurement

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

			June 30,
			2024

Expected term (years)			0.30 – 0.38
Volatility (annual)			85 – 90%
Risk-free rate			5.33 – 5.38%

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Research and development revenue	$ 7,478	$ 4,251	$ 13,804	$ 9,329
Cost of revenue	(4,164)	(2,460)	(7,545)	(5,357)
Gross profit	3,314	1,791	6,259	3,972
Operating costs and expenses:
General and administrative	5,756	4,782	10,844	9,861
Total operating costs and expenses	5,756	4,782	10,844	9,861
Operating loss	(2,442)	(2,991)	(4,585)	(5,889)
Other income (expense):
Net interest (expense) income	(6)	42	8	86
Borrowing related costs	(699)		(975)
Change in fair value of warrant liability	348	(81)	368	(65)
Change in fair value of notes payable	(167)		(101)
Foreign exchange transaction (loss) gain, net	(9)		(25)	13
Other income (expenses), including transactions costs	180		(668)	(738)
Total other expense, net	(353)	(39)	(1,393)	(704)
Loss before income taxes	(2,795)	(3,030)	(5,978)	(6,593)
Income tax provision	(69)	(40)	(91)	(86)
Net loss	$ (2,864)	$ (3,070)	$ (6,069)	$ (6,679)
Net loss per share of common stock
Basic net income (loss) per share (in Dollars per share)	$ (0.16)	$ (0.23)	$ (0.36)	$ (0.51)
Weighted average common shares outstanding
Basic weighted average common shares outstanding basic (in Shares)	17,598,357	13,210,320	17,079,328	13,200,515
Other comprehensive income (loss):
Foreign currency translation adjustments		$ 2	$ (2)	$ 3
Total comprehensive loss	$ (2,864)	$ (3,068)	$ (6,071)	$ (6,676)

Research and Development Revenue (Details) - Schedule of Revenue Disaggregated - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Revenue Disaggregated [Abstract]
Revenue	$ 7,478	$ 4,251	$ 13,804	$ 9,329
BARDA [Member]
Schedule of Revenue Disaggregated [Abstract]
Revenue	7,066	4,020	13,167	8,963
Other U.S Governmental Authorities [Member]
Schedule of Revenue Disaggregated [Abstract]
Revenue	$ 412	$ 231	$ 637	$ 366

- 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

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+ Details

Leases (Details) - Schedule of Non-Cancelable Operating Lease $ in Thousands	Jun. 30, 2024 USD ($)
Schedule of Non-Cancelable Operating Lease [Abstract]
Remaining period ended December 31, 2024	$ 463
Year Ended December 31, 2025	691
Year Ended December 31, 2026	850
Year Ended December 31, 2027	871
Year Ended December 31, 2028	149
Total	3,024
Less: imputed interest	(437)
Less: tenant improvement allowance	(327)
Operating lease liabilities	$ 2,260

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Line Items]
Tenant improvements	$ 300		$ 300
Lease	$ 246	$ 331	$ 556	$ 584
Expiration term	12 months		12 months
United Kingdom [Member]
Leases [Line Items]
Lease					$ 100
Leasehold Improvements [Member]
Leases [Line Items]
Lease incentive	$ 300		$ 300