Form 8-K

8-K — Spectral AI, Inc.

Accession: 0001213900-26-063486

Filed: 2026-06-01

Period: 2026-05-29

CIK: 0001833498

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0292962-8k_spectral.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 29, 2026

SPECTRAL

AI, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40058

85-3987148

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2515 McKinney Avenue, Suite 1000

Dallas, Texas

75201

(Address of principal executive offices)

(Zip Code)

(972) 499-4934

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

MDAI

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $2.75 per share

MDAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual

Meeting (the “Annual Meeting”) of Stockholders of the Company was held on May 29, 2026. A total of 31,823,985 shares

of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), were eligible and entitled to vote at

the Annual Meeting and a total of 17,267,570 shares of the Company’s Common Stock were represented at the Annual Meeting (or 54.30% of

the eligible shares). The matters voted on at the Annual Meeting were as follows:

Proposal 1: Election of Directors:

The following individuals,

each of whom was nominated for election to the Board of Directors (the “Board”) by the Company, were elected by the

stockholders at the Annual Meeting for a term of one year expiring at the 2027 Annual Meeting of stockholders.

Name

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

J. Michael DiMaio

10,157,155

1,087,280

6,023,135

Richard Cotton

10,020,873

1,223,562

6,023,135

Martin Mellish

10,916,549

327,886

6,023,135

Deepak Sadagopan

11,061,892

182,543

6,023,135

Marion Snyder

10,916,357

328,078

6,023,135

The nomination of

each of the above-mentioned directors was made by the Board. Dr. DiMaio, Mr. Cotton, Mr. Mellish, Mr. Sadagopan and Ms. Snyder were each

completing their previous term as members of the Board since their election at the Company’s 2025 Annual Meeting.

Proposal 2: (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm:

The stockholders voted at

the Annual Meeting to ratify the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm

for fiscal year 2026.

Votes For

Votes Against

Abstentions

Broker Non-Votes

16,980,334

15,679

271,557

Proposal 3: To authorize, for purposes of Nasdaq Marketplace Rule 5635(d), the reservation and issuance of shares of common stock of the Company, par value $0.0001 per share for sale to Hudson Bay Master Fund Ltd. pursuant to that certain Securities Purchase Agreement, dated October 24, 2025 (the “Purchase Agreement”) at the purchase price per share as determined pursuant to the Purchase Agreement (the “Hudson Bay Proposal”).

The stockholders voted at

the Annual Meeting to approve the Hudson Bay Proposal.

Votes For

Votes Against

Abstentions

Broker Non-Votes

9,272,055

1,838,069

134,311

6,023,135

Item

7.01. Regulation FD Disclosure.

On June 1, 2026, the Company issued a press release

announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 to this Current

Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by Spectral AI, Inc. on June 1, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities

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

Dated: June 1, 2026

SPECTRAL AI, INC.

By:

/s/ Vincent S. Capone

Name:

Vincent S. Capone

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED BY SPECTRAL AI, INC. ON JUNE 1, 2026

EX-99.1

Filename: ea029296201ex99-1.htm · Sequence: 2

Exhibit

99.1

Spectral

AI Announces Voting Results of Annual Meeting of Stockholders

Provides

Update and Outlook Following Receipt of FDA De Novo Clearance for

DeepView®

System for Burn Indication

DALLAS,

TX – June 1, 2026 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial

intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced

results from its 2026 Annual Meeting of Stockholders, held on May 29, 2026.

The

Company also provided an overview of its accomplishments to date and targeted milestones for 2026 following the receipt of De Novo Classification

for its DeepView® System from the U.S. Food and Drug Administration (“FDA”).

2026

Annual Meeting of Stockholders

total of 17,267,570 shares representing 54.3% of the Company’s total shares outstanding were represented at the meeting, either

in person or by proxy. All three of the proposals set forth by the Company were approved by its stockholders.

The

voting results are detailed below. Five directors were elected to serve on the Company’s Board of Directors until the next Annual

Meeting of Stockholders:

● Dr.

J. Michael DiMaio, MD, a founder of the Company and Chairman of the Board of Directors

● Richard

Cotton, Chairman of the Company’s Audit Committee and Lead Independent Director

● Martin

Mellish, Chairman of Aspen Advisory Services Ltd.

● Deepak

Sadagopan, Business Lead, Value Based Platform at Risant Health

● Marion

Snyder, Zone Vice President, Strategic Accounts, at Shockwave Medical

The

Company’s stockholders also ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public

accounting firm for the 2026 fiscal year and authorized the reservation and issuance of shares of common stock pursuant to a Securities

Purchase Agreement dated October 24, 2025.

New Chapter for Spectral AI

“The

receipt of FDA clearance for our DeepView System for Burn Indication is the culmination of years of hard work by our dedicated team and

a defining moment in Spectral AI’s history,” said Vincent Capone, Chief Executive Officer. “Spectral AI is now poised

to evolve from a late stage, pre-clearance medical device company to a scaling, commercially focused enterprise. We are moving forward

with renewed momentum and a clear vision for the future.”

Key

2026 Operational and Business Achievements

● Received

FDA clearance for the DeepView System for Burn Indication; with this classification, Spectral

AI is now authorized to commence commercial distribution activities in the United States.

● Awarded

$31.7 million of advanced funding from the Biomedical Advanced Research and Development Authority

(“BARDA”) to accelerate and support additional feature aspects for the DeepView

System.

● Expanded

leadership team in advance of commercial activities, including the recent appointment of

David McGuire as Chief Financial Officer.

● Delivered

a fully functioning prototype of our Deep View System handheld device under our Department

of Defense contract through the contracting consortium called MTEC.

● Finalized

the development of the Outcome Study, which will focus on the benefits derived from the use

of the DeepView System across clinician workflows and patients’ journeys with an intended

scope of approximately 286 patients spread across 12 clinical sites.

● Showcased

the DeepView System at this year’s Annual Meeting of the American Burn Association

(“ABA”), which included an overview of the technology to attendees at the ABA

Innovation Theater.

● Received

the “Small Business Innovator Award” at the inaugural Texas Innovation Conference,

which was held in April 22-23, 2026 at the campus of Texas Christian University.

Anticipated

Operational and Commercial Milestones

● Generate

first-ever commercial sales of the DeepView System by year end 2026:

○

United States: Phase

II of our contract with BARDA includes funding for the procurement of up to 30 DeepView System devices in burn centers and level

one trauma centers and emergency departments across the United States.

○

International:

We anticipate initial sales in the UK, Australia or the Gulf Cooperation Council nations by the fourth quarter of 2026 following

an update to our UKCA authorization (initially obtained in 2024) to reflect the characteristics of the DeepView System as cleared

by the FDA.

●

Continue

to strengthen executive and sales team by filling key positions to support the commercial roll out of the DeepView System.

●

Initiate

Outcome Study in the fourth quarter of 2026. The Study is designed to demonstrate the surgical precision that results from a wound

assessment made by the DeepView System and how improved time to treatment decisions will beneficially impact a patient’s overall

care journey.

About

the DeepView System

Spectral

AI’s DeepView System is a non-invasive, predictive medical device which combines multispectral imaging with a proprietary AI algorithm

to assess the healing potential of areas within the burn wounds. The DeepView System provides clinicians with an immediate, data-driven

assessment of whether areas within burn wounds are unlikely to heal within 21 days and may require significant medical intervention,

enabling earlier and more informed treatment decisions. The image acquisition takes 0.2 seconds, and all image processing

and AI model classification takes approximately 20 to 25 seconds. The DeepView System is trained and tested against a proprietary and

clinically validated database of over 340 billion pixels of burn wound image data.

About

Spectral AI

Spectral

AI, Inc. is a Dallas-based predictive AI company focused on medical diagnostics for faster and more accurate treatment decisions in wound

care, with initial applications involving patients with burns. The Company is working to revolutionize the management of wound care by

“Seeing the Unknown®” with its DeepView System. The DeepView System is being developed as a predictive diagnostic device

to offer clinicians an objective and immediate assessment of a burn wound’s healing potential prior to treatment or other medical

intervention. With algorithm-driven results and a goal of exceeding the current standard of care in the future, the DeepView System is

expected to provide fast and accurate treatment insight towards value care by improving patient outcomes and reducing healthcare costs.

Spectral AI has been named to TIME’s list of World’s Top HealthTech companies 2025. For more information about the DeepView

System, visit www.spectral-ai.com.

Forward-Looking

Statements

Certain

statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions

of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s strategy, plans,

objectives, initiatives and financial outlook. When used in this press release, the words “estimates,” “projected,”

“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”

“seeks,” “may,” “will,” “should,” “future,” “propose” and variations

of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking

statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of

known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company’s control, that

could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers

are cautioned not to place undue reliance on any forward-looking statements.

Investors

should carefully consider the foregoing factors, and the other risks and uncertainties described in the “Risk Factors” sections

of the Company’s filings with the US Securities and Exchange Commission, including the Company’s Registration Statement and

the other documents filed by the Company. These filings identify and address other important risks and uncertainties that could cause

actual events and results to differ materially from those contained in the forward-looking statements.

Investors:

The

Equity Group

Devin Sullivan

Conor Rodriguez

Managing Director

Associate

Devin.Sullivan@theequitygroup.com

Conor.Rodriguez@theequitygroup.com

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