Business Context and Reporting Period
This Form 8-K Current Report was filed by Spectral AI, Inc. on February 9, 2026, with the report date reflecting events occurring on that day. The company is incorporated in Delaware and trades on The Nasdaq Stock Market LLC under the symbols MDAI (Common Stock) and MDAIW (Redeemable Warrants). The registrant is classified as an emerging growth company.
Key Financial Metrics
This filing is a current report regarding corporate governance changes and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes
- Leadership Transition: The Board of Directors appointed Vincent S. Capone as Chief Executive Officer (CEO), effective immediately on February 9, 2026.
- Organizational Restructuring: In connection with the new CEO appointment, the Board dissolved the Office of the Chairman on February 9, 2026.
- Executive Background: Mr. Capone previously served as the Company's Chief Financial Officer (since February 2024) and General Counsel (since March 2022). Prior to joining Spectral AI, he held roles in private equity and corporate law.
Guidance, Outlook, and Risks
Compensation: Mr. Capone's updated compensation package has not yet been finalized and will be determined by the Board at a later date.
Regulatory Disclosure: The filing includes a Regulation FD disclosure regarding a press release issued on February 10, 2026, which is furnished as Exhibit 99.1. The information in this exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Risks and Contingencies: No specific financial risks, contingencies, or unusual items are detailed in this specific filing text.
Investor Verification Checklist
- Verify the official press release (Exhibit 99.1) for detailed strategic rationale behind the CEO appointment and the dissolution of the Chairman's office.
- Monitor future filings for the finalized compensation package for the new CEO, Vincent S. Capone.
- Confirm the status of the former Chairman and any potential transition of duties following the dissolution of the office.
- Review the company's most recent 10-K or 10-Q for actual financial performance data, as this 8-K contains no financial metrics.