8-K
Spectral AI, Inc. (MDAI)
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):
March 24, 2026
SPECTRAL AI, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40058 | 85-3987148 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 2515 McKinney Avenue, Suite 1000<br><br> <br>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. ☐
Item2.02. Results of Operations and Financial Condition.
On March 24, 2026, Spectral AI, Inc. (the “Company”) reported its financial results for the quarter and year ended December 31, 2025. Additionally, the Company hosted a conference call on March 24, 2026, at 5:00 pm Eastern Time with financial analysts to discuss the Company’s financial results and other business matters. This event will be available for replay on the Company’s website: https://investors.spectral-ai.com/news-events/events.
Item 7.01. Regulation FD Disclosure.
On March 24, 2026, the Company issued a press release reporting its financial results for the quarter and year ended December 31, 2025, as discussed above. A copy of the press release 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.
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Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Spectral AI, Inc. on March 24, 2026. |
| 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 report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 25, 2026
| SPECTRAL AI, INC. | |
|---|---|
| By: | /s/ Vincent S. Capone |
| Name: | Vincent S. Capone |
| Title: | Chief Executive Officer |
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Exhibit99.1
****
Spectral AI Announces 2025 FourthQuarter and
Full Year Financial Results and IntroducesRevenue Guidance for 2026
Overview
| · | Full<br>Year Research & Development Revenue of $19.7 Million; Q4 2025 Revenue of $3.8 Million |
|---|---|
| · | Cash<br>Rose to $15.4 Million at December 31, 2025 |
| --- | --- |
DALLAS,TX – March 24, 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 financial results for the fourth quarter (“Q4 2025”) and full year (“FY 2025”) ended December 31, 2025 and provided an update on its ongoing activities related to the commercialization of its proprietary, AI-driven DeepView^Ò^ System for burn indication.
“2025 was a pivotal year for Spectral AI, highlighted by the submission of our De Novo 510(k) application to the U.S. Food and Drug Administration (“FDA”) of our DeepView System for burn indication,” said Vincent Capone, Chief Executive Officer of Spectral AI. “We continue to make significant progress along numerous fronts in preparation for the anticipated commercialization of this innovative diagnostic device. The reception of our technology at burn conferences in the U.S., UK, and Europe has been exceptional.”
Mr. Capone concluded, “We ended the year in a strong financial position, especially with our cash balance above $15.0 million at year-end, and we continue to manage expenses to ensure that spending aligns with our strategic priorities and commercialization. We are confident that we have the people, processes, and platform in place to prepare for the next exciting phase of our growth.”
Additional BARDA Funding
As previously announced, the Company received $31.7 million in funding from the Biomedical Advanced Research and Development Authority (“BARDA”) to accelerate and support the development of additional feature aspects for the DeepView System. The Company has committed to provide an additional $9.7 million to the total overall development costs associated with these feature advancements. This immediate, non-dilutive funding was advanced in addition to the $54.9 million of funding committed to date as part of the Company’s current contract with BARDA that is valued at up to $150.0 million.
2025 FINANCIAL RESULTS OVERVIEW
All comparisons to Q4 2025 and FY 2025 are to the comparable periods ended December 31,2024 unless otherwise stated.
Research & DevelopmentRevenue
Research & Development revenue for Q4 2025 was $3.8 million compared to $7.6 million, reflecting the anticipated reduction in research direct labor, clinical trial and other reimbursed study costs relative to 2024 as the Company moved closer to completion of the base phase of its contract with BARDA (the “BARDA PBS Contract”).
Research & Development Revenue for FY 2025 decreased to $19.7 million from $29.6 million, reflecting the anticipated overall reduction in the Company’s reimbursed costs associated with the BARDA PBS Contract during 2025 following the Company’s submission of its De Novo application to the FDA.
Gross Margin
Gross margin for Q4 2025 was 39.8% compared to 44.0% due primarily to a lower percentage of reimbursed direct labor as a component of overall revenue from the BARDA PBS Contract.
Gross margin for FY 2025 was 45.4% compared to 44.9%, reflecting a consistent mix of direct labor as a percentage of the total work performed on the BARDA PBS Contract from the prior year.
General & Administrative Expense
General and administrative expenses in Q4 2025 were $4.0 million, down from $4.5 million in Q4 2024 and reflecting lower spending on third party accounting and legal providers.
For FY 2025, general and administrative expenses were $17.5 million, down from $19.9 million reflecting a continued focus on operating efficiencies at the Company.
Net Income/(Loss)
Net income for Q4 2025 was $0.6 million, or $0.02 per diluted share, compared to a net loss of $(7.7) million in Q4 2024, or $(0.41) per diluted share. Net income in Q4 2025 included a $4.0 million gain in the fair value of the Company’s warrant liability as compared to a loss of $(5.4) million.
For FY 2025, net loss was $(7.6) million, or $(0.29) per diluted share, compared to a net loss of $(15.3) million, or $(0.85) per diluted share in FY 2024, primarily due to the change in the fair value of the Company’s warrant liability, reduced borrowing-related costs of $1.5 million net of amortization of debt discount, and improved operating efficiencies.
Financial Condition
As of December 31, 2025, cash improved to $15.4 million from $5.2 million as of December 31, 2024, reflecting the previously announced debt and equity financings completed during the year, as well as warrant and stock option exercises.
2026 Guidance
The Company is forecasting revenue of approximately $18.5 million for the year ending December 31, 2026, primarily reflecting the continued development of the Company’s DeepView System through the BARDA PBS Contract. This guidance does not include any material contributions from the sale of the DeepView System for the burn indication.
CONFERENCE CALL
The Company will host a conference call today at 5:00 pm Eastern Time to discuss these results. Investors interested in participating in the live call can dial:
| · | 833-890-6620<br>– U.S. |
|---|---|
| · | 412-564-3789<br>– International |
| --- | --- |
A simultaneous webcast of the call may be accessed online from the Events section of the Investor Relations page of the Company’s website at https://investors.spectral-ai.com/news-events/events.
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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 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.
For Media and Investor Relations,please contact:
| The Equity Group | |
|---|---|
| Devin Sullivan | Conor Rodriguez |
| Managing Director | Associate |
| dsullivan@theequitygroup.com | crodriguez@theequitygroup.com |
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Spectral AI, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
| December 31,<br><br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current Assets: | |||||
| Cash | 15,394 | $ | 5,157 | ||
| Accounts receivable, net | 1,267 | 2,505 | |||
| Inventory | 838 | 425 | |||
| Prepaid expenses | 821 | 1,289 | |||
| Other current assets | 1,133 | 746 | |||
| Total current assets | 19,453 | 10,122 | |||
| Non-current assets: | |||||
| Property and equipment, net | 258 | 2 | |||
| Right-of-use assets | 1,407 | 1,971 | |||
| Other assets | 287 | ||||
| Total Assets | 21,405 | $ | 12,095 | ||
| Liabilities and Stockholders’ Deficit | |||||
| Current liabilities: | |||||
| Accounts payable | 3,010 | $ | 4,035 | ||
| Accrued expenses | 2,341 | 3,210 | |||
| Deferred revenue | 154 | 960 | |||
| Lease liabilities, short-term | 734 | 201 | |||
| Notes payable, current | 2,854 | 422 | |||
| Notes payable – at fair value | - | 2,365 | |||
| Warrant liabilities | 11,533 | 6,451 | |||
| Total current liabilities | 20,626 | 17,644 | |||
| Note payable, long-term | 5,538 | - | |||
| Lease liabilities, long-term | 968 | 1,702 | |||
| Total Liabilities | 27,132 | 19,346 | |||
| Stockholders’ Deficit | |||||
| Preferred stock (0.0001 par value); 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and December 31, 2024 | |||||
| Common stock (0.0001 par value); 80,000,000 shares authorized; 30,688,895 and 22,594,877 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | 3 | 2 | |||
| Additional paid-in capital | 50,030 | 40,847 | |||
| Accumulated other comprehensive income | 40 | 3 | |||
| Accumulated deficit | (55,800 | ) | (48,103 | ) | |
| Total Stockholders’ Deficit | (5,727 | ) | (7,251 | ) | |
| Total Liabilities and Stockholders’ Deficit | 21,405 | $ | 12,095 |
All values are in US Dollars.
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Spectral AI, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, <br><br>2025 | December 31, <br><br>2024 | December 31, <br><br>2025 | December 31, <br><br>2024 | |||||||||
| Research and development revenue | $ | 3,849 | $ | 7,604 | $ | 19,650 | $ | 29,581 | ||||
| Cost of revenue | (2,318 | ) | (4,256 | ) | (10,725 | ) | (16,307 | ) | ||||
| Gross profit | 1,531 | 3,348 | 8,925 | 13,274 | ||||||||
| Operating costs and expenses: | ||||||||||||
| General and administrative | 4,012 | 4,459 | 17,528 | 19,856 | ||||||||
| Total operating costs and expenses | 4,012 | 4,459 | 17,528 | 19,586 | ||||||||
| Operating loss | (2,481 | ) | (1,111 | ) | (8,603 | ) | (6,582 | ) | ||||
| Other income (expense): | ||||||||||||
| Net interest (expense) income | (289 | ) | 14 | (886 | ) | 14 | ||||||
| Borrowing related costs | (182 | ) | (931 | ) | (1,051 | ) | (2,965 | ) | ||||
| Amortization of debt discount | (455 | ) | (455 | ) | ||||||||
| Change in fair value of warrant liability | 4,011 | (5,351 | ) | 3,249 | (4,633 | ) | ||||||
| Change in fair value of notes payable | - | (213 | ) | 220 | (220 | ) | ||||||
| Foreign exchange transaction (loss), net | (3 | ) | (9 | ) | (34 | ) | (43 | ) | ||||
| Other income (expenses), including transaction costs | - | 1 | 0 | (615 | ) | |||||||
| Total other income (expense), net | 3,082 | (6,488 | ) | 1,043 | (8,462 | ) | ||||||
| Income (loss) before income taxes | 601 | (7,599 | ) | (7,560 | ) | (15,044 | ) | |||||
| Income tax provision | 41 | (143 | ) | (11 | ) | (271 | ) | |||||
| Net incomes (loss) | $ | 642 | $ | (7,742 | ) | $ | (7,571 | ) | $ | (15,315 | ) | |
| Net income (loss) per share of common stock – basic | $ | 0.02 | $ | (0.41 | ) | $ | (0.29 | ) | $ | (0.85 | ) | |
| Weighted average common shares outstanding – basic | 30,291,447 | 18,810,771 | 26,518,476 | 17,934,218 | ||||||||
| Net income (loss) per share of common stock – diluted | $ | 0.02 | $ | (0.41 | ) | $ | (0.29 | ) | $ | (0.85 | ) | |
| Weighted average common shares outstanding – diluted | 30,394,028 | 18.810,771 | 26,518,476 | 17,934,218 |
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Spectral AI, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
| **** | Twelve Months Ended | **** | ||||
|---|---|---|---|---|---|---|
| **** | December 31, 2025 | **** | December 31, 2024 | **** | ||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (7,571 | ) | $ | (15,315 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||
| Depreciation expense | 71 | 10 | ||||
| Amortization of debt issuance costs | 454 | - | ||||
| Stock-based compensation | 1,115 | 1,032 | ||||
| Amortization of right-of-use assets | 564 | 578 | ||||
| Change in fair value of warrant liabilities | (3,249 | ) | 4,633 | |||
| Change in fair value of notes payable | (220 | ) | 220 | |||
| Costs from issuance of common stock | - | 372 | ||||
| Issuance of shares for borrowing related costs | 241 | 1,143 | ||||
| Transaction costs allocated to Avenue Warrants, Investor Warrants and Hudson Warrants | 704 | - | ||||
| Accounts receivable | 1,238 | (159 | ) | |||
| Inventory | (413 | ) | (195 | ) | ||
| Prepaid expenses | 761 | 163 | ||||
| Other assets | (387 | ) | 55 | |||
| Accounts payable | (1,025 | ) | 1,426 | |||
| Accrued expenses | (869 | ) | (1,090 | ) | ||
| Deferred revenue | (806 | ) | (1,351 | ) | ||
| Lease liabilities | (528 | ) | (721 | ) | ||
| Net cash used in operating activities | (9,920 | ) | (9,198 | ) | ||
| Proceeds from issuance of common stock and warrants | 10,638 | 4,060 | ||||
| Payment of issuance costs | (642 | ) | - | |||
| Proceeds from notes payable | 8,285 | 12,096 | ||||
| Payment of borrowing costs | (47 | ) | ||||
| Proceeds from notes payable - related party | - | 1,000 | ||||
| Payments for notes payable | (1,529 | ) | (7,758 | ) | ||
| Proceeds from warrant exercises | 2,526 | - | ||||
| Stock option exercises | 889 | 177 | ||||
| Net cash provided by financing activities | 20,120 | 9,575 | ||||
| Effect of exchange rates changes on cash | 37 | (9 | ) | |||
| Net increase in cash | 10,237 | 367 | ||||
| Cash, beginning of period | 5,157 | 4,790 | ||||
| Cash, end of period | $ | 15,394 | $ | 5,157 |
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