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Current Report · Items 5.07, 7.01, 9.01 · 8-K

Spectral AI, Inc.

MDAINASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

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 rep…

Filed Jun 1, 2026Accepted Jun 1, 2026, 4:01 PM EDTCIK 1833498Accession 0001213900-26-063486
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Company context

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 a predictive diagnostic device that offers physicians an objective and immediate assessment of a wound’s healing potential prior to treatment or other medical intervention. With algorithm-driven results and a goal to exceed the current standard of care, the DeepView System provides fast and accurate treatment insights to improve patient outcomes and reduce 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.

Current securities

Historical securities (3)

Recent company filings

  1. Regulation FD DisclosureSep 15, 2026
  2. Results of Operations and Financial Condition · Regulation FD DisclosureAug 12, 2026
  3. 10-Q filingAug 11, 2026
  4. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureJul 8, 2026
  5. 4 filingJun 1, 2026

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
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 Votes Abstentions Broker For Against 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).
Filed exhibits (1)
EX-99.1 (by filename) ea029296201ex99-1.htm

EX-99.1 2 ea029296201ex99-1.htm PRESS RELEASE ISSUED BY SPECTRAL AI, INC. ON JUNE 1, 2026 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 A 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 o…

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