[8-K] Spectral AI, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Spectral AI reported its financial results for the quarter ended June 30, 2025 and furnished a press release as Exhibit 99.1 to this current report. The company also hosted an investor conference call to discuss the results, and a replay is available on the company website.

The filing notes that the press release and related materials are furnished and therefore are not deemed "filed" for purposes of Section 18 of the Exchange Act and are not incorporated by reference into other securities filings except as expressly specified. The 8-K lists Exhibit 99.1 and an Inline XBRL cover page; no detailed financial statements or tables are included in this document.

Insights

Financial Analyst

TL;DR Routine earnings disclosure; no substantive financial detail included, so immediate investor impact is limited.

The 8-K furnishes a press release reporting results for the quarter ended June 30, 2025 and announces an investor call and replay. Because the filing does not include numeric results, ratios, or financial tables within the 8-K itself, analysts must rely on the press release or company website for granular metrics. The furnished status reduces legal incorporation into other filings, which is standard for press-release-driven disclosures. Overall, this is a routine operational disclosure with neutral market implications until detailed figures are reviewed.

Corporate Governance Expert

TL;DR The filing follows common practice by furnishing a press release and noting the materials are not "filed" under Section 18, limiting incorporation by reference.

The filing explicitly cites the General Instruction that furnished items are not deemed filed for Section 18 purposes. This preserves the company’s disclosure responsibility while limiting automatic incorporation into future securities filings. The 8-K's exhibits list confirms only a press release (Exhibit 99.1) and an Inline XBRL cover page are provided. There are no governance red flags or material corporate-action disclosures within this report.

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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): August 12, 2025

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 2.02. Results of Operations and Financial Condition

On August 12, 2025, Spectral AI, Inc. (the “Company”) reported its financial results for the quarter ended June 30, 2025. A copy of the press release containing this information is furnished as Exhibit 99.1 hereto and is incorporated by reference in this Item 2.02.

Additionally, the Company hosted a conference call on August 12, 2025, at 5:00 pm Eastern Time with financial analysts to discuss the Company’s financial results and other business matters. The event will be available for replay on the Company’s website: https://investors.spectral-ai.com/news-events/events.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Spectral AI, Inc., dated August 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2025

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

2

FAQ

What did Spectral AI (MDAIW) disclose in this 8-K?

The company reported financial results for the quarter ended June 30, 2025 and furnished a press release as Exhibit 99.1 to the current report.

When was the investor call and how can I access it?

The company hosted a conference call on August 12, 2025 at 5:00 pm Eastern Time; a replay is available on the company's investor website at https://investors.spectral-ai.com/news-events/events.

Does the 8-K include the full financial statements or tables?

No. The 8-K furnishes a press release and an Inline XBRL cover page but does not include detailed financial statements or tables within the filing.

Are the press release and call materials considered "filed" with the SEC?

No. The filing states the information and exhibits are furnished and are not deemed "filed" for purposes of Section 18 of the Exchange Act and are not incorporated by reference except as expressly stated.

Which exhibits were attached to this 8-K?

Exhibit 99.1 is the press release dated August 12, 2025, and Exhibit 104 is the Inline XBRL cover page.