Spectral AI Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On December 6, 2024, Spectral AI, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors in the United Kingdom (the “Investors”) for the sale of 270,900 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”), at an offering price of $1.66 per Share (such transaction, the “Offering”).
The sale and issuance of the Shares is being made pursuant to the Company’s registration statement on Form S-3 (file number 333-282681) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2024 and declared effective on October 31, 2024, and the Company’s prospectus supplement relating to the Offering, which was filed with the SEC on December 9, 2024, that forms part of the Registration Statement.
The Purchase Agreement contains customary representations, warranties and agreements by us and customary conditions to closing. Under the Purchase Agreement, subject to certain exceptions, the Investors have an option (the “Option”) to purchase additional shares of Common Stock (“Additional Shares”) up to the lesser of (i) $5,000,000 in aggregate proceeds or (ii) the remaining available capacity based on one-third of our public float pursuant to General Instruction I.B.6 of Form S-3 (such amount, the “Commitment Amount”). In the event the Option is exercised, the price of any Additional Shares sold shall be the lesser of (x) the closing price of our Common Stock on the previous trading day or (y) the 5-day volume-weighted average price of our Common Stock.
Placement Agent Agreement
On November 11, 2024, the Company also entered into a placement agent agreement (the “Placement Agent Agreement”) with SP Angel Corporate Finance LLP (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as our exclusive Placement Agent in connection with the Offering. The Placement Agent is not purchasing or selling any securities, nor is it required to arrange the purchase or sale of any specific number or dollar amount of the Shares, but agreed to use its “reasonable best efforts” to arrange for the sale of all of the Shares offered in the Offering.
The aggregate gross proceeds to the Company from the issuance and sale of the Shares in the offering was $449,694, before deducting the Placement Agent’s fees and expenses, and other offering expenses payable by the Company. The closing of the Offering occurred on December 11, 2024. The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Company agreed to pay the Placement Agent a cash fee of 7.00% of the aggregate gross proceeds of from the sale of the Shares in the offering. The Company also agreed to reimburse the Placement Agent for certain expenses incurred in connection with the Offering, including its reasonable fees and expenses of legal counsel.
Pursuant to the Placement Agent Agreement, the Company agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Placement Agent may be required to make in respect thereof.
A copy of the legal opinion of Reed Smith LLP, relating to the validity of the Shares in connection with the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing descriptions of the Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to such documents (or forms thereof), which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements may include statements related to the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering, the intended use of proceeds from the registered direct offering and other statements that are not statements of historical fact and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “should,” “would,” “seek” and similar terms or phrases. The forward-looking statements contained in this press release are based on management's current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Important factors that could cause the Company's actual results to differ materially from those indicated in the forward-looking statements are more fully discussed in the Company's periodic filings with the Securities and Exchange Commission (“SEC”), including the risk factors described under the heading “Risk Factors” in the Company's annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024, and other documents subsequently filed with or furnished to the SEC.
Any forward-looking statement made in this Current Report on Form 8-K speaks only as of the date hereof. Factors or events that could cause the Company's actual results to differ from the statements contained herein may emerge from time to time, and it is not possible for the Company to predict all of them. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 5.1 | Opinion of Reed Smith LLP. | |
| 10.1 | Form of Securities Purchase Agreement, dated December 6, 2024. | |
| 10.2 | Placement Agent Agreement, dated November 11, 2024, by and between Spectral AI, Inc. and SP Angel Corporate Finance LLP. | |
| 23.1 | Consent of Reed Smith LLP (contained in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 4, 2025
| SPECTRAL AI, INC. | ||
| By: | /s/ Vincent S. Capone | |
| Name: | Vincent S. Capone | |
| Title: |
Chief Financial Officer and General Counsel | |
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