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): May 29, 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 | ||
| The Stock Market LLC | ||||
| The 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 5.07 Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting (the “Annual Meeting”) of Stockholders of the Company was held on May 29, 2026. A total of 31,823,985 shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), were eligible and entitled to vote at the Annual Meeting and a total of 17,267,570 shares of the Company’s Common Stock were represented at the Annual Meeting (or 54.30% of the eligible shares). The matters voted on at the Annual Meeting were as follows:
| 1. | Proposal 1: Election of Directors: |
The following individuals, each of whom was nominated for election to the Board of Directors (the “Board”) by the Company, were elected by the stockholders at the Annual Meeting for a term of one year expiring at the 2027 Annual Meeting of stockholders.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| J. Michael DiMaio | 10,157,155 | - | 1,087,280 | 6,023,135 | ||||||||||||
| Richard Cotton | 10,020,873 | - | 1,223,562 | 6,023,135 | ||||||||||||
| Martin Mellish | 10,916,549 | - | 327,886 | 6,023,135 | ||||||||||||
| Deepak Sadagopan | 11,061,892 | - | 182,543 | 6,023,135 | ||||||||||||
| Marion Snyder | 10,916,357 | - | 328,078 | 6,023,135 | ||||||||||||
The nomination of each of the above-mentioned directors was made by the Board. Dr. DiMaio, Mr. Cotton, Mr. Mellish, Mr. Sadagopan and Ms. Snyder were each completing their previous term as members of the Board since their election at the Company’s 2025 Annual Meeting.
| 2. | Proposal 2: (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm: |
The stockholders voted at the Annual Meeting to ratify the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 16,980,334 | 15,679 | 271,557 | - | |||||||||||
| 3. | Proposal 3: To authorize, for purposes of Nasdaq Marketplace Rule 5635(d), the reservation and issuance of shares of common stock of the Company, par value $0.0001 per share for sale to Hudson Bay Master Fund Ltd. pursuant to that certain Securities Purchase Agreement, dated October 24, 2025 (the “Purchase Agreement”) at the purchase price per share as determined pursuant to the Purchase Agreement (the “Hudson Bay Proposal”). |
The stockholders voted at the Annual Meeting to approve the Hudson Bay Proposal.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 9,272,055 | 1,838,069 | 134,311 | 6,023,135 | |||||||||||
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Item 7.01. Regulation FD Disclosure.
On June 1, 2026, the Company issued a press release announcing the results of the Annual Meeting, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Spectral AI, Inc. on June 1, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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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: June 1, 2026
| SPECTRAL AI, INC. | ||
| By: | /s/ Vincent S. Capone | |
| Name: | Vincent S. Capone | |
| Title: | Chief Executive Officer | |
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