TIDMSMD
RNS Number : 8160H
Spectral MD Holdings, Ltd.
01 August 2023
Spectral MD Holdings, Ltd
("Spectral MD" or the "Company")
Form 8-K Filed by Rosecliff Acquisition Corp I
LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd.
(AIM: SMD), an artificial intelligence (AI) company focused on
medical diagnostics for faster and more accurate treatment
decisions in wound care, notes the Form 8-K filing (the "Form 8-K")
by Rosecliff Acquisition Corp. I ("Rosecliff", Nasdaq: RCLF) on
July 28, 2023, regarding its delisting from Nasdaq. The Filing is
available to view on the U.S. Securities and Exchange Commission
(the "SEC") website here and is reproduced in full below.
On April 11, 2023, Spectral MD announced that it had entered
into a business combination agreement to combine with Rosecliff, a
special purpose acquisition company listed on Nasdaq (the
"Transaction"). The Form 8-K contains an update regarding a notice
of delisting received by Rosecliff from the Listing Qualifications
Department of The Nasdaq Stock Market LLC, including Rosecliff's
intention to evidence compliance with all applicable criteria for
continued listing on Nasdaq. There can be no assurance that the
Panel will grant Rosecliff's request for continued listing or that
it will be able to evidence compliance within any extension period
that may be granted by the Nasdaq Hearings Panel. The Form 8-K
filed by Rosecliff was made to ensure compliance with SEC
disclosure requirements in relation to the Transaction.
Subsequently, this announcement is being made by the Company to
ensure that all publicly available information regarding the
Transaction and contained in the Form 8-K is available to the
market.
Spectral MD does not anticipate any delay to the Transaction,
which is expected to be completed in Q3 2023, subject to, among
other things, the approval by Rosecliff stockholders and Spectral
MD shareholders and the satisfaction or waiver of other customary
closing conditions.
The Company will release further updates in relation to the
Transaction as and when appropriate.
For further information please contact:
Spectral MD Holdings, Ltd. IR@Spectralmd.com
Wensheng Fan, Chief Executive Officer via Walbrook PR
Nils Windler, Chief Financial Officer
SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD) Tel: +44 (0)20 3470 0470
Stuart Gledhill / Harry Davies-Ball (Corporate Finance)
Vadim Alexandre / Rob Rees (Sales & Broking)
The Equity Group Inc. (US Investor Relations) dsullivan@equityny.com
Devin Sullivan Tel: 212-836-9608
Walbrook PR Ltd (UK Media & Investor Relations) spectralMD@walbrookpr.com
Paul McManus / Louis Ashe-Jepson / Alice Woodings Tel: +44 (0)20 7933 8780
About Spectral MD
Spectral MD is a predictive AI company focused on medical
diagnostics for faster and more accurate treatment decisions in
wound care for burn, DFU, and future clinical applications. At
Spectral MD, we are a dedicated team of forward-thinkers striving
to revolutionize the management of wound care by "Seeing the
Unknown"(R) with our DeepView(R) Wound Diagnostics System. The
Company's DeepView(R) platform is the only predictive diagnostic
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 that substantially
exceed the current standard of care, Spectral MD's diagnostic
platform is expected to provide faster and more accurate treatment
insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at:
www.spectralmd.com.
About Rosecliff Acquisition Corp I
Rosecliff is a blank check company 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. Its principals possess public and private
market investing experience and operational knowledge to bring
value added benefits to Spectral MD. The Rosecliff team has
substantial experience investing in rapidly growing and disruptive
technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in
creatively structuring transactions to unlock and maximize
value.
The following sections of the Form 8-K are incorporated herein
by reference - (i) "Cautionary Statement Regarding Forward-Looking
Statements", (ii) "Participants in the Solicitation", (iii)
"Additional Information about the Proposed Mergers and the Other
Transactions Contemplated Thereby and Where to Find it".
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): July 28, 2023
(July 24, 2023)
ROSECLIFF ACQUISITION CORP I
(Exact name of registrant as specified in its charter)
Delaware 001-40058 85-3987148
------------------------------ ------------------------ --------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
767 Fifth Avenue, 34(th) Floor, New York, NY 10153
(Address, including zip code, of principal executive
offices)
(212) 492-3000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
Written communications 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-commencement 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 Symbol(s) Name of each exchange on which registered
---------------------------------------------------- ----------------- -----------------------------------------
Units, each consisting of one share of Class A RCLFU The Nasdaq Stock Market
common stock and one third of redeemable warrant
Class A common stock, par value $0.0001 per share RCLF The Nasdaq Stock Market
Redeemable Warrants, each whole warrant RCLFW The Nasdaq Stock Market
exercisable for one Class A common stock at an
exercise
price of $11.50
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As disclosed previously, on May 8, 2023, Rosecliff Acquisition
Corp I (the "Company") was notified by the Listing Qualifications
Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq")
that the Staff had granted the Company's request for an extension
through July 21, 2023, to regain compliance with Nasdaq Listing
Rule 5550(a)(4), which requires the Company to have a minimum of
500,000 publicly held shares for continued listing on The Nasdaq
Capital Market.
The Company did not regain compliance by July 21, 2023, and, on
July 24 2023, the Staff notified the Company that its securities
would be delisted unless the Company timely requests a hearing
before the Nasdaq Hearings Panel (the "Panel"). The Company plans
to timely request a hearing, which request will stay any further
action by Nasdaq at least pending completion of the hearing and the
expiration of any extension period that may be granted by the Panel
following the hearing. The Company is diligently working to
evidence compliance with all applicable criteria for continued
listing on Nasdaq; however, there can be no assurance that the
Panel will grant the Company's request for continued listing or
that the Company will be able to evidence compliance within any
extension period that may be granted by the Panel.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws, including statements
regarding the Company's compliance with Nasdaq Capital Market
listing requirements, its plan to achieve and sustain compliance
with Nasdaq Capital Market listing requirements, any further
actions by the Company or Nasdaq related to the foregoing, and the
timing and completion of the business combination with Spectral MD
Holdings, Ltd. All statements, other than historical facts are
forward-looking statements. These forward-looking statements
generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy,"
"predict," "potential," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," or the negatives of these terms or similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties that could cause the actual results to differ
materially from the expected or implied results. These
forward-looking statements are based upon assumptions that, while
considered reasonable by the Company and its management, as the
case may be, are inherently uncertain.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" sections of the
Company's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and the other documents filed by the Company from time to
time with the U.S. Securities and Exchange Commission. 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.
These risks and uncertainties depend on the Company's ability to
timely enter into and consummate a business combination agreement
or otherwise address compliance with the Nasdaq Capital Market
listing requirements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and
other applicable laws. The Company does not give any assurance that
it will achieve its expectations.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly
authorized.
Dated: July 28, 2023
ROSECLIFF ACQUISITION CORP I
By: /s/ Michael P. Murphy
-------------------------------
Name: Michael P. Murphy
Title: Chief Executive Officer
2
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END
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August 01, 2023 02:01 ET (06:01 GMT)
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