Business Context and Reporting Period
Company: Spectral AI, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 5, 2024
Reporting Period: Event date December 5, 2024; Hearing request filed December 11, 2024.
Context: The Company is an emerging growth company incorporated in Delaware, with common stock (MDAI) and warrants (MDAIW) listed on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing is a current report regarding listing status and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The only financial metric disclosed is the market capitalization requirement for continued listing.
- Minimum Market Value Requirement: $35,000,000 (Nasdaq Listing Rule 5550(b)(2)).
- Current Market Capitalization: The Company states it currently has a market capitalization above $35,000,000.
Material Changes
The primary material change is the Company's failure to regain compliance with Nasdaq's minimum market value listing standard by the December 2, 2024 deadline.
- Non-Compliance Notice: On June 3, 2024, the Company was notified of non-compliance due to the closing bid price of its common stock failing to meet the $35,000,000 market value threshold for 30 consecutive business days.
- Delisting Notification: On December 5, 2024, Nasdaq notified the Company that its Common Stock would be subject to delisting because it failed to maintain the required market capitalization for 10 consecutive business days within the 180-day compliance period.
Guidance, Outlook, and Risks
Management Action: The Company has requested a hearing before the Nasdaq Listing Qualifications Panel to present a plan of compliance and request an extension of time.
Outlook: Management believes it will meet the minimum market capitalization requirement and regain compliance in the "very near term," citing current market capitalization above the $35,000,000 threshold.
Risks and Contingencies:
- Delisting Risk: There is no assurance that the Panel will grant an extension of the compliance period.
- Extension Discretion: The Panel has discretion to grant up to 180 calendar days from December 2, 2024, to regain compliance.
- Stay of Action: The hearing request automatically stays any delisting or suspension action pending a final decision by the Panel.
Investor Verification Checklist
- Verify the current closing bid price and market capitalization of Spectral AI, Inc. (MDAI) to confirm it remains above $35,000,000.
- Monitor the status of the hearing before the Nasdaq Listing Qualifications Panel for a decision on the extension request.
- Review subsequent filings for any updates on the Company's plan to maintain compliance for the required 10 consecutive business days.
- Check for any announcements regarding the potential transfer of listing to another exchange if Nasdaq delisting proceeds.