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Vincent Capone named CEO as Spectral AI (MDAI) drives DeepView commercialization

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(Moderate)
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8-K

Rhea-AI Filing Summary

Spectral AI, Inc. reported that its Board of Directors has appointed Vincent S. Capone as Chief Executive Officer, effective February 9, 2026, and dissolved the prior Office of the Chairman. Capone previously served as Chief Financial Officer since February 2024 and General Counsel since March 2022.

The company highlights his background in law, accounting, finance and operations, including experience at KPMG, major law firms and a private equity fund. Spectral AI notes this leadership change comes as it moves toward commercialization of its AI-driven DeepView System for burn wound assessment, following an FDA submission in June 2025.

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Insights

Internal promotion to CEO aims to maintain continuity as Spectral AI advances DeepView commercialization.

Spectral AI has promoted its CFO and General Counsel, Vincent S. Capone, to CEO while dissolving the Office of the Chairman. This keeps leadership within an executive already deeply involved in finance, legal and operations as the company advances its DeepView burn assessment technology.

The press release links his appointment to the company’s transition toward commercialization and references an FDA submission for the DeepView System in June 2025. This suggests a focus on execution in regulatory, commercial and partnership areas, where Capone’s legal and private equity experience could be relevant.

There is no new financial data or quantified guidance in the disclosure, so any business impact will depend on how leadership steers DeepView’s potential launch and adoption. Subsequent company filings and updates may provide more detail on commercialization progress and any related changes to strategy or performance.

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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): February 9, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b) In connection with the appointment of a new Chief Executive Officer, as described below, the Board of Directors of the Company (the “Board”) dissolved the Office of the Chairman on February 9, 2026.

 

(c) As announced in the press release attached to this Current Report on Form 8-K, the Board has appointed Vincent S. Capone to the position of Chief Executive Officer effective immediately. Mr. Capone most recently served as the Company’s Chief Financial Officer and General Counsel.

 

Prior to his role as Chief Executive Officer, Mr. Capone served as Spectral AI’s Chief Financial Officer since February 2024 and as General Counsel since March 2022. Prior to joining the Company, Mr. Capone most recently served as President of a New York-based private equity fund investing in technology companies. Mr. Capone has an extensive background in representing life science and technology companies and he has a proven track record as a business-focused and results-oriented leader in driving corporate growth and development. He began his career at KPMG, LLP before practicing corporate and securities law. He has more than 20 years of broad legal experience, first at Morgan Lewis LLP, then as a Partner at Reed Smith LLP. Mr. Capone serves as a senior advisor to Alexet Capital Associates, LLC and is a Board Member of the Ryan Lesher Foundation, a non-profit organization assisting families in Bucks County, Pennsylvania. Mr. Capone earned both his J.D. and M.B.A. degrees from Temple University and his B.S. degree in Accounting from The Pennsylvania State University.

 

Mr. Capone’s updated compensation package will be determined by the Board at a later date.

 

Item 7.01. Regulation FD Disclosure.

 

On February 10, 2026, the Company issued a press release announcing the appointment of Mr. Vincent Capone as Chief Executive Officer of the Company, 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.

 

1

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
   
99.1   Press Release issued by Spectral AI, Inc. on February 10, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

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: February 10, 2026

 

  SPECTRAL AI, INC.
   
  By:  /s/ Vincent S. Capone
  Name:  Vincent S. Capone
  Title: Chief Executive Officer

 

3

 

Exhibit 99.1

 

 

 

Spectral AI Names Vincent S. Capone as Chief Executive Officer

 

DALLAS, TX – February 10, 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 that the Company’s Board of Directors has appointed Vincent S. Capone as Chief Executive Officer of the Company, effective February 9, 2026.

 

The appointment of Mr. Capone, who currently serves as the Company’s Chief Financial Officer and General Counsel, comes as Spectral AI transitions towards commercialization of its proprietary, non-invasive, AI-driven burn wound assessment device – the DeepView® System.

 

“Vince brings a unique set of leadership skills to his new role, combining a background in law, accounting, finance and operations management supported by a strong vision for the Company’s future,” said Dr. J. Michael DiMaio, Chairman of the Board of Spectral AI. “He has a strong passion for our mission to provide clinicians with a novel technology that re-imagines the current standard of care in burn wound assessment. Vince has played an integral role working with me in leading Spectral AI to this point in our development, and he has earned the respect of our Board, leadership, team members, and partners. His appointment as CEO will help to ensure the evolution of our strategic direction with me as Executive Chairman.”

 

Mr. Capone has served as Spectral AI’s Chief Financial Officer since February 2024 and as General Counsel since March 2022. He has been a member of the Office of the Chairman since October 2024 which, under the leadership of Dr. DiMaio, has been responsible for day-to-day operational responsibilities and support of the clinical development and commercialization of the DeepView System. Mr. Capone began his career at KPMG LLP before practicing corporate and securities law as a partner with Reed Smith LLP. Prior to joining Spectral AI, he was President of a New York-based private equity fund investing in global life sciences and technology companies.

 

“I am honored to assume the role of CEO as the Company evolves towards commercialization,” said Mr. Capone. “I am also thankful to work alongside a talented team who drive our success every day. Our FDA submission of the DeepView System in June 2025 marked a major milestone for Spectral AI and a critical step forward to providing this innovative and potentially transformative technology. We are excited to deliver DeepView to the broader healthcare market and advance burn wound care in the U.S. and around the world.”

 

 

 

 

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
dsullivan@theequitygroup.com crodriguez@theequitygroup.com

FAQ

What leadership change did Spectral AI (MDAI) announce in this 8-K?

Spectral AI announced that its Board appointed Vincent S. Capone as Chief Executive Officer, effective February 9, 2026. He previously served as Chief Financial Officer and General Counsel, providing continuity as the company advances its AI-driven DeepView burn wound assessment system toward commercialization.

What is Vincent S. Capone’s background before becoming CEO of Spectral AI (MDAI)?

Vincent S. Capone has served as Spectral AI’s Chief Financial Officer since February 2024 and General Counsel since March 2022. His earlier experience includes roles at KPMG LLP, major law firms Morgan Lewis and Reed Smith, and as president of a New York-based private equity fund.

How does the CEO change relate to Spectral AI’s DeepView System strategy?

The company links Capone’s appointment to its transition toward commercialization of the DeepView System, a non-invasive AI-driven burn wound assessment device. It notes a June 2025 FDA submission as a key milestone and frames his leadership as supporting the next phase of clinical development and commercialization.

What organizational change accompanied Vincent Capone’s appointment at Spectral AI (MDAI)?

In connection with appointing Vincent S. Capone as CEO, Spectral AI’s Board dissolved the Office of the Chairman on February 9, 2026. That office had previously overseen day-to-day operations under Chairman Dr. J. Michael DiMaio, who will continue serving as Executive Chairman.

What does Spectral AI’s DeepView System aim to do in wound care?

The DeepView System is being developed as a predictive diagnostic device for burn wound care. It is intended to give clinicians objective, immediate insight into a wound’s healing potential before treatment, with the goal of improving outcomes and reducing healthcare costs through faster, more accurate decisions.

How does Spectral AI (MDAI) describe its overall business focus?

Spectral AI describes itself as a Dallas-based predictive AI company focused on medical diagnostics for faster, more accurate wound care decisions, initially in burns. It emphasizes its DeepView System and the goal of “Seeing the Unknown” to improve patient outcomes and value-based care.

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