Spectral AI Inc SEC Filings

Spectral AI, Inc. ownership disclosure: Hudson Bay Capital Management and Sander Gerber report beneficial ownership of 1,671,416 shares, representing 4.99% of common stock on a defined basis. The reported figure assumes exercise of warrants held by Hudson Bay Master Fund Ltd., subject to a 4.99% Blocker.

The filing cites 31,823,895 shares outstanding as of March 23, 2006 for the percentage calculation and states that Mr. Gerber disclaims beneficial ownership while the Investment Manager may be deemed beneficial owner of the exercisable shares.

Spectral AI, Inc. director John Michael DiMaio reported a compensation-related equity award rather than an open-market trade. He received 100,000 shares of Common Stock as a grant at a stated price of $0.00 per share, increasing his direct holdings to 2,611,227 Common shares after the transaction.

The filing also lists existing equity awards that can convert into Common Stock, including 100,000 underlying shares from restricted stock units at $1.84, 250,000 underlying shares from non-qualified stock options at $1.25, and additional incentive stock options covering 20,352 and 5,292 underlying shares at $1.67 per share, with expirations between 2034 and 2036. Footnotes state that certain stock options are fully vested.

Spectral AI, Inc. director John Michael DiMaio reported a compensation-related equity award rather than an open-market trade. He received 100,000 shares of Common Stock as a grant at a stated price of $0.00 per share, increasing his direct holdings to 2,611,227 Common shares after the transaction.

The filing also lists existing equity awards that can convert into Common Stock, including 100,000 underlying shares from restricted stock units at $1.84, 250,000 underlying shares from non-qualified stock options at $1.25, and additional incentive stock options covering 20,352 and 5,292 underlying shares at $1.67 per share, with expirations between 2034 and 2036. Footnotes state that certain stock options are fully vested.

Spectral AI, Inc. director Richard John Cotton reported a compensation-related equity grant. He received 29,850 shares of Common Stock as a grant or award at $0.00 per share, bringing his direct Common Stock holdings to 96,777 shares, including 29,850 restricted stock units (RSUs) that the filing notes as fully vested and issued on April 24, 2026. He also holds fully vested stock options over additional Common Stock, with exercise prices of $1.25 and $1.67 per share and expirations between 2034 and 2035, plus RSU-based rights expiring in 2036. The filing shows no open‑market buying or selling, only an acquisition through a grant and updated holdings.

Spectral AI, Inc. director Richard John Cotton reported a compensation-related equity grant. He received 29,850 shares of Common Stock as a grant or award at $0.00 per share, bringing his direct Common Stock holdings to 96,777 shares, including 29,850 restricted stock units (RSUs) that the filing notes as fully vested and issued on April 24, 2026. He also holds fully vested stock options over additional Common Stock, with exercise prices of $1.25 and $1.67 per share and expirations between 2034 and 2035, plus RSU-based rights expiring in 2036. The filing shows no open‑market buying or selling, only an acquisition through a grant and updated holdings.

Spectral AI, Inc. director Marion Ann Snyder reported an equity award and updated her holdings in company stock and derivatives. On April 24, 2026, she received a grant of 25,000 shares of Common Stock, recorded at a price of $0.0000 per share, bringing her direct common stock ownership to 25,000 shares.

She also holds vested non-qualified stock options over 17,717, 50,000, and 13,568 shares of Common Stock with exercise prices of $1.27, $1.25, and $1.67 per share, expiring between 2034 and 2035, plus 25,000 restricted stock units tied to Common Stock, with 50% vesting on April 20, 2026 and the remaining 50% scheduled for April 1, 2027.

Spectral AI, Inc. director Marion Ann Snyder reported an equity award and updated her holdings in company stock and derivatives. On April 24, 2026, she received a grant of 25,000 shares of Common Stock, recorded at a price of $0.0000 per share, bringing her direct common stock ownership to 25,000 shares.

She also holds vested non-qualified stock options over 17,717, 50,000, and 13,568 shares of Common Stock with exercise prices of $1.27, $1.25, and $1.67 per share, expiring between 2034 and 2035, plus 25,000 restricted stock units tied to Common Stock, with 50% vesting on April 20, 2026 and the remaining 50% scheduled for April 1, 2027.

Spectral AI, Inc. reported that Chief Executive Officer Vincent S. Capone received a grant of 100,000 shares of Common Stock on April 24, 2026 as a compensation award at an effective price of $0.00 per share. Following this grant, he directly owns 286,450 Common shares. The filing also lists fully vested or vesting equity awards, including restricted stock units tied to 100,000 underlying shares at an exercise price of $1.84, and several incentive and non-qualified stock option grants with exercise prices between $1.20 and $5.54 expiring between 2032 and 2036.

Spectral AI, Inc. reported that Chief Executive Officer Vincent S. Capone received a grant of 100,000 shares of Common Stock on April 24, 2026 as a compensation award at an effective price of $0.00 per share. Following this grant, he directly owns 286,450 Common shares. The filing also lists fully vested or vesting equity awards, including restricted stock units tied to 100,000 underlying shares at an exercise price of $1.84, and several incentive and non-qualified stock option grants with exercise prices between $1.20 and $5.54 expiring between 2032 and 2036.

Spectral AI, Inc. detailed an employment agreement with Chief Executive Officer Vincent S. Capone, effective with his previously announced appointment. He will receive a $500,000 annual base salary and is eligible for an annual bonus of up to 100% of salary, but no less than $250,000, based on Board‑set milestones.

Capone will be granted 200,000 RSUs under the 2023 Long Term Incentive Plan, with 50% vesting on April 1, 2026 and 50% on April 1, 2027, and all RSUs vesting immediately before a change of control. If terminated without cause or he resigns for good reason, he is entitled to 12 months of salary, continued benefits participation, and accelerated vesting of equity, subject to a release of claims.

Spectral AI, Inc. detailed an employment agreement with Chief Executive Officer Vincent S. Capone, effective with his previously announced appointment. He will receive a $500,000 annual base salary and is eligible for an annual bonus of up to 100% of salary, but no less than $250,000, based on Board‑set milestones.

Capone will be granted 200,000 RSUs under the 2023 Long Term Incentive Plan, with 50% vesting on April 1, 2026 and 50% on April 1, 2027, and all RSUs vesting immediately before a change of control. If terminated without cause or he resigns for good reason, he is entitled to 12 months of salary, continued benefits participation, and accelerated vesting of equity, subject to a release of claims.

Spectral AI, Inc. is asking stockholders to approve the reservation and potential issuance of up to 8,000,000 shares of common stock to Hudson Bay Master Fund under an existing October 2025 securities purchase agreement. The proxy also covers electing five directors and ratifying Forvis Mazars, LLP as auditor for 2026. The Hudson Bay deal already included the sale of 3,065,000 shares at $1.90, 4,000,000 warrants at a $2.51 exercise price and 935,000 pre-funded warrants, and could further dilute current holders if fully exercised.

Spectral AI, Inc. is asking stockholders to approve the reservation and potential issuance of up to 8,000,000 shares of common stock to Hudson Bay Master Fund under an existing October 2025 securities purchase agreement. The proxy also covers electing five directors and ratifying Forvis Mazars, LLP as auditor for 2026. The Hudson Bay deal already included the sale of 3,065,000 shares at $1.90, 4,000,000 warrants at a $2.51 exercise price and 935,000 pre-funded warrants, and could further dilute current holders if fully exercised.

Spectral AI, Inc. director John Michael DiMaio reported a stock award of 7,619 shares of Common Stock at $1.58 per share. After this grant, he directly owns 2,511,227 common shares. The award is classified as a grant or other acquisition rather than an open-market purchase.

He also holds incentive stock options and non-qualified stock options over additional Common Stock. Two ISO grants cover 5,292 and 20,352 underlying shares at an exercise price of $1.67, expiring in 2034, and one NQSO grant covers 250,000 underlying shares at $1.25, expiring in 2035. Footnotes state that some options are already fully vested and others vest monthly or upon achieving specified milestones.

Spectral AI, Inc. director John Michael DiMaio reported a stock award of 7,619 shares of Common Stock at $1.58 per share. After this grant, he directly owns 2,511,227 common shares. The award is classified as a grant or other acquisition rather than an open-market purchase.

He also holds incentive stock options and non-qualified stock options over additional Common Stock. Two ISO grants cover 5,292 and 20,352 underlying shares at an exercise price of $1.67, expiring in 2034, and one NQSO grant covers 250,000 underlying shares at $1.25, expiring in 2035. Footnotes state that some options are already fully vested and others vest monthly or upon achieving specified milestones.

Spectral AI, Inc. Chief Executive Officer Vincent S. Capone reported receiving an award of 16,750 shares of Common Stock at a reported price of $1.52 per share. Following this equity grant, he directly holds 186,450 Common shares.

He also reports several stock option positions over Common Stock, including incentive and non-qualified stock options with exercise prices between $1.20 and $5.54 per share, expiring between 2032 and 2035. Footnotes indicate certain options are fully vested and others vest over time or upon milestones.

Spectral AI, Inc. Chief Executive Officer Vincent S. Capone reported receiving an award of 16,750 shares of Common Stock at a reported price of $1.52 per share. Following this equity grant, he directly holds 186,450 Common shares.

He also reports several stock option positions over Common Stock, including incentive and non-qualified stock options with exercise prices between $1.20 and $5.54 per share, expiring between 2032 and 2035. Footnotes indicate certain options are fully vested and others vest over time or upon milestones.

Spectral AI, Inc. reported 2025 fourth-quarter and full-year results and introduced 2026 revenue guidance. Research & Development revenue was $3.8 million in Q4 2025 versus $7.6 million a year earlier and $19.7 million for FY 2025 versus $29.6 million, reflecting lower reimbursed BARDA contract costs after an FDA De Novo submission.

Q4 2025 net income was $0.6 million, or $0.02 per diluted share, compared with a net loss of $7.7 million, helped by a $4.0 million gain in warrant liability fair value. Full-year 2025 net loss narrowed to $7.6 million from $15.3 million as general and administrative expenses fell to $17.5 million from $19.9 million. Cash increased to $15.4 million at December 31, 2025, from $5.2 million a year earlier, supported by equity and debt financings and warrant and option exercises. The company highlighted previously announced $31.7 million in additional non-dilutive BARDA funding, bringing total committed BARDA support under its current contract to $54.9 million within a contract valued at up to $150.0 million. For 2026, Spectral AI forecasts approximately $18.5 million of revenue, primarily from continued DeepView System development under the BARDA PBS Contract, excluding any material contribution from burn-indication product sales.

Spectral AI, Inc. reported 2025 fourth-quarter and full-year results and introduced 2026 revenue guidance. Research & Development revenue was $3.8 million in Q4 2025 versus $7.6 million a year earlier and $19.7 million for FY 2025 versus $29.6 million, reflecting lower reimbursed BARDA contract costs after an FDA De Novo submission.

Q4 2025 net income was $0.6 million, or $0.02 per diluted share, compared with a net loss of $7.7 million, helped by a $4.0 million gain in warrant liability fair value. Full-year 2025 net loss narrowed to $7.6 million from $15.3 million as general and administrative expenses fell to $17.5 million from $19.9 million. Cash increased to $15.4 million at December 31, 2025, from $5.2 million a year earlier, supported by equity and debt financings and warrant and option exercises. The company highlighted previously announced $31.7 million in additional non-dilutive BARDA funding, bringing total committed BARDA support under its current contract to $54.9 million within a contract valued at up to $150.0 million. For 2026, Spectral AI forecasts approximately $18.5 million of revenue, primarily from continued DeepView System development under the BARDA PBS Contract, excluding any material contribution from burn-indication product sales.