Spectral AI, Inc 8-K, filed Dec 22, 2022
Spectral AI, Inc. (MDAI)
8-K
2022-12-22
For: 2022-12-21
View Original
Added on
April 06, 2026
About this 8-K
Spectral AI, Inc filed this 8-K on December 22, 2022, reporting on events of December 21, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): December 21, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(212 ) 492-3000
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information disclosed in Item 5.07 of this Current Report on Form 8-K under the headings “Proposal 1” and “Proposal 2” is incorporated by reference
into this Item 5.03 to the extent required herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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Special Meeting
On December 21, 2022, Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”, “we” or “our”), held a special meeting (the “Special
Meeting”) at which holders of 23,687,416 shares, comprised of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) and Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock”, and,
together with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 74.90% of the 31,625,000 outstanding shares of Common Stock entitled to vote at the Special Meeting, as of 5:00 p.m., Eastern
Time, on November 25, 2022, which was the record date for the Special Meeting (the “Record Date”). The Company’s stockholders of record as of the Record Date are referred to herein as “Stockholders.”
Proposal 1
The Stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to
extend the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as
our “initial Business Combination”, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A Common Stock, and all of the shares of Class B
Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024 (the “Extension Amendment”). The voting results for such proposal were as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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20,677,204
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3,010,212
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0
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0
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Proposal 2
The Stockholders approved the proposal to amend the Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that
the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than
$5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem shares of Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”). The voting results
for such proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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23,619,140
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68,276
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0
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0
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On December 22, 2022, to incorporate the Extension Amendment and the Redemption Limitation Amendment, the board of directors of the Company filed with
the Secretary of State of the State of Delaware the Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its
entirety by the terms of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Proposal 3
The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that
there were insufficient votes for, or otherwise in connection with, the Extension Amendment, was not presented at the Special Meeting, as the Extension Amendment received a sufficient number of votes required for approval.
| Item 8.01 |
Other Events.
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Stockholders elected to redeem an aggregate of 24,841,284 shares of Class A Common Stock, representing approximately 98.2% of the issued and outstanding
shares of Class A Common Stock.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
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Rosecliff Acquisition Corp I
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Date: December 22, 2022
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By:
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Michael P. Murphy
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Name:
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Michael P. Murphy
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Title:
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Chief Executive Officer
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and Director
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROSECLIFF ACQUISITION CORP I
Rosecliff Acquisition Corp I (the “Corporation”),
a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
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The name of the Corporation is “Rosecliff Acquisition Corp I”. The original Certificate of Incorporation of the Corporation was filed with the Secretary of the State of
Delaware on November 17, 2020. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 11, 2021 (the “Amended and Restated Certificate”).
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This Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) has been duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with the provisions of the Amended and Restated Certificate and Section 242 of the
General Corporation Law of the State of Delaware.
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This Amendment further amends the provisions of the Amended and Restated Certificate.
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This Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.1(b) in its entirety and inserting the following in lieu thereof:
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(b)
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Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account
(the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the
Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until
the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of one hundred percent (100%) of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination
within 36 months from the closing of the Offering and (iii) the redemption of Offering Shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (A) to modify the substance or timing of the
Corporation’s obligation to allow redemptions in connection with the Corporation’s initial Business Combination or to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business
Combination within 36 months from the date of the closing of the Offering or (B) relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Corporation’s Common
Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or
in the secondary market following the Offering and whether or not such holders are Rosecliff Acquisition Sponsor I LLC (the “Sponsor”) or officers
or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
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This Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(d) in its entirety and inserting the following in lieu thereof:
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(d)
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In the event that the Corporation has not consummated an initial Business Combination within 36 months from the closing of the Offering, the Corporation shall (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares
in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
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The Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(a) in its entirety and inserting the following in lieu thereof:
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(a)
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Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares
redeemed (which redemption may be in the form of a repurchase by the Corporation) upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such
holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable
redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary
contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
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The Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(e) in its entirety and inserting the following in lieu thereof:
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(e)
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If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the
proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider
such initial Business Combination (unless a greater vote is required by applicable law or stock exchange rules).
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| 8. |
The Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(f) in its entirety.
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| 9. |
The Amended and Restated Certificate is hereby amended by deleting the first sentence of Article IX, Section 9.7 in its entirety and inserting the following in lieu
thereof:
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Section 9.7 Additional Redemption Rights. If, in
accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate that would modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with the Corporation’s initial Business
Combination or to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business Combination within 36 months from the date of the closing of the Offering, or with respect to any other provision
herein relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then
outstanding Offering Shares.
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The Amended and Restated Certificate is hereby amended by deleting the second sentence of Article IX, Section 9.7 in its entirety.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 22nd day of December, 2022.
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ROSECLIFF ACQUISITION CORP I
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By:
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/s/ Michael P. Murphy
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Name:
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Michael P. Murphy
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Title:
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Chief Executive Officer and Director
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