RCLFU Rosecliff Acquisition Corporation I

 

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): April 1, 2024

 

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 $11.50 per share		MDAIW		The Nasdaq Stock Market LLC

 

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

 

Emerging growth company ☒

 

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

 

 

 

Item 7.01.

Regulation FD Disclosure.

 

On April 1, 2024, the Company issued a press release announcing the appointment of Mr. Jeremiah Sparks as Chief Commercial Officer, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 

 

Mr. Sparks has had a distinguished health care career most recently spending the past seven years at Avita Medical, Inc. where he held such roles as Senior Director of Commercialization and Vice President of Global Strategy. Mr. Sparks has deep experience in commercialization including marketing, health economics, reimbursement strategy and implementation. Mr. Sparks will receive an annual base salary of $295,000 and will be eligible to receive an annual discretionary bonus of up to thirty percent (30%) of his annual base salary. In addition, Mr. Sparks will also receive an option grant to acquire 30,000 shares of the Company’s common stock, which vests in three annual installments.

 

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 April 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: April 1, 2024

 

	SPECTRAL AI, INC.
	By:	/s/ Peter M. Carlson
	Name:	Peter M. Carlson
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

 

Spectral AI Appoints Jeremiah Sparks as Chief Commercialization Officer

 

Apr 01, 2024

 

Experienced Burn Industry Executive Champions Pivot to Commercialization

 

DALLAS, April 01, 2024 (GLOBE NEWSWIRE) -- 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 the appointment of Jeremiah A. Sparks as Chief Commercialization Officer. Jeremiah has more than 20 years of medical device marketing experience, including global marketing and business strategy. Mr. Sparks will be responsible for both domestic and international product commercialization.

 

“We are thrilled to have Jeremiah join the company as we move towards commercialization of DeepView,” said Peter M. Carlson, CEO of Spectral AI. “With his strong track record, most recently as Vice President of Global Strategy at AVITA Medical, he will hit the ground running as we drive market entry of Spectral AI’s products, allowing our innovative wound management solutions to reach physicians and the patients for whom they provide essential care.”

 

Mr. Sparks’ diverse experience includes driving market assessments and commercialization plans both domestically and on a global scale. He has consistently increased return of investment at MedTech companies through strategic marketing approaches. Sparks has also developed successful commercial teams across multiple ventures and managed market access strategies, including payer and pricing strategies over various geographies. He has worked with U.S. government agencies to bring innovative therapies for skin restoration targeted to improve burn wound care. Mr. Sparks has previously launched new products at Johnson & Johnson, Healthpoint, and Allergan on national and global scales.

 

“My previous roles have me well poised to bring Spectral AI’s technology to market across a broad range of locations, demographics and clinical indications,” Mr. Sparks said. “This groundbreaking technology holds promise for several applications and I am excited to help the team deliver this advancement in wound care management to as many patients as possible.”

 

Mr. Sparks earned his Master of Business Administration from Thunderbird Graduate School of Global Management. He holds a Bachelor of Arts degree in International Relations from Brigham Young University and has authored multiple Health Economics publications focused on cost effectiveness and outcomes with an emphasis on real world evidence throughout his career.

 

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 and diabetic foot ulcers. The Company is working to revolutionize the management of wound care by “Seeing the Unknown ®” with its DeepView™ System. DeepView™ is a predictive device that offers clinicians 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 of exceeding the current standard of care in the future, DeepView™ is expected to provide faster and more accurate treatment insight towards value care by improving patient outcomes and reducing healthcare costs. For more information about DeepView™, 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 SEC, including the 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.

 

Contacts:

 

Investors:

 

The Equity Group

Devin Sullivan

Managing Director

dsullivan@equityny.com

 

Conor Rodriguez

Analyst

crodriguez@equityny.com

 

Media:

 

Russo Partners

David Schull

Russo Partners

(858) 717-2310

david.schull@russopartnersllc.com

 

 

 

v3.24.1

Cover	Apr. 01, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 01, 2024
Entity File Number	001-40058
Entity Registrant Name	SPECTRAL AI, INC.
Entity Central Index Key	0001833498
Entity Tax Identification Number	85-3987148
Entity Incorporation, State or Country Code	DE
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
City Area Code	972
Local Phone Number	499-4934
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
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 Common Stock, at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $11.50 per share
Trading Symbol	MDAIW
Security Exchange Name	NASDAQ

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