Business Context and Reporting Period
This Form 8-K Current Report was filed by Spectral AI, Inc. on July 7, 2026. The report discloses the appointment of Darcy Bajko as Chief Commercial Officer, effective July 31, 2026. Spectral AI is an emerging growth company incorporated in Delaware, with its principal executive offices in Dallas, Texas. The company's common stock and redeemable warrants trade on The Nasdaq Stock Market LLC under the symbols MDAI and MDAIW, respectively.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change disclosed is the addition of a senior executive to the management team. Darcy Bajko is joining from MediView XR, where she served as Vice President of Commercialization and Customer Success. Her appointment is intended to leverage her experience in commercializing augmented reality and medical device technologies.
Management Commentary and Compensation
The Board of Directors has outlined the following compensatory arrangements for the new Chief Commercial Officer:
- Base Salary: $315,000 annually.
- Annual Bonus: Eligible for a target bonus of up to 30% of base compensation, contingent on achieving specific milestones and performance goals.
- Equity Grant: Stock options to acquire 150,000 shares of common stock under the 2023 Long Term Incentive Plan.
- Vesting Schedule: Options vest annually over three years, with the first installment vesting on the first anniversary of the grant date.
- Change of Control: Stock options will become fully vested prior to any change of control of the Company.
The filing includes an employment agreement (Exhibit 99.1) and a press release (Exhibit 99.2) as supporting documents.
Investor Verification Checklist
- Verify the effective start date of the new Chief Commercial Officer (July 31, 2026).
- Review the specific performance milestones required to trigger the 30% annual bonus.
- Confirm the exercise price of the 150,000 stock options, which is set as of the Effective Date.
- Assess the impact of the new executive's background in augmented reality and medical devices on the company's commercial strategy.