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~~July 297, 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
Common Stock, par value $0.0001 per share	MDAI	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $2.75 per share	MDAIW	The Nasdaq 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 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The 2026 Annual Meeting~~ (~~the “Annual Meeting”~~c) ofAs ~~Stockholders~~announced ofin the ~~Company~~press ~~was~~release ~~held~~attached to onthis ~~May~~Current ~~29,~~Report ~~2026.~~on AForm ~~total of 31~~8-K,~~823,985~~ ~~shares of~~ the ~~Company’s~~Board ~~Common~~of ~~Stock,~~Directors ~~par value $0.0001 per share~~ (~~“Common~~the ~~Stock~~“Board”), ~~were~~of ~~eligible and entitled to vote at~~ the ~~Annual~~Spectral ~~Meeting and a total of 17~~AI,~~267,570~~ ~~shares~~Inc. of (the “Company’s”) have ~~Common~~appointed ~~Stock~~Darcy ~~were~~Bajko ~~represented~~to at the ~~Annual~~position ~~Meeting (or 54.30%~~ of ~~the~~ ~~eligible~~Chief ~~shares).~~Commercial ~~The~~Officer ~~matters~~beginning ~~voted~~ on atJuly ~~the~~31, ~~Annual~~2026 ~~Meeting~~(the ~~were~~“Effective ~~as follows:~~Date”).

1Mrs. ~~Proposal~~Bajko 1:joins ~~Election~~Spectral AI from MediView XR, where she spent the past five years in a series of ~~Directors:~~commercial leadership roles, most recently serving as Vice President of Commercialization and Customer Success since 2024. At MediView, she helped shape the commercialization strategy for the company’s augmented reality visualization and navigation technologies, advancing image-guided procedures across interventional radiology, urology, oncology, and minimally invasive surgery. During her tenure, Mrs. Bajko and team successfully launched three FDA-cleared augmented reality imaging platforms—MediScout™, OmnifyXR™, and XR90™—building the commercial organization from the ground up and driving revenue growth from pre-commercialization to more than $2.2 million. She also established strategic customer success programs and played a pivotal role in accelerating market adoption of the company’s innovative technology. Prior to joining MediView, Mrs. Bajko held commercial leadership positions of increasing responsibility with Smith+Nephew, Integra LifeSciences, and OrthoHelix Surgical Designs, where she built extensive experience in orthopedic and medical device sales, commercialization, and market development. Mrs. Bajko holds a Bachelor of Journalism from Bowling Green State University and a Master of Business Administration from Fairleigh Dickinson University.

~~The~~Mrs. ~~following~~Bajko, ~~individuals~~age 47, ~~each~~ will receive annual base compensation of ~~whom~~$315,000. ~~was~~She ~~nominated~~will be eligible for ~~election~~an annual target bonus of up to ~~the~~30% ~~Board~~of her annual base compensation, payable upon the achievement of ~~Directors~~certain (milestones and performance goals, as specified by the “Board”). byShe will be granted stock options under and subject to the terms of the Company’s 2023 Long Term Incentive Plan on the date of employment, ~~were~~to ~~elected~~acquire by150,000 shares of common stock of the ~~stockholders~~ Company at an exercise price as of the ~~Annual~~Effective ~~Meeting~~Date. ~~for~~The stock options will vest annually with the first installment vesting on the first anniversary of the grant date and subsequent installments on each of the next two anniversary dates of the grant date thereafter, as may be applicable. Upon a ~~term~~change of ~~one~~control ~~year~~of ~~expiring~~the atCompany, the ~~2027~~stock ~~Annual~~options ~~Meeting~~will become fully vested prior to the change of ~~stockholders~~control. A copy of Mrs. Bajko’s employment agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 7.01. Regulation FD Disclosure.

~~The~~On ~~nomination~~July ~~of each~~8, of2026, the ~~above-mentioned~~Company ~~directors~~issued ~~was~~a ~~made~~press byrelease announcing the ~~Board.~~appointment Drof Mrs. ~~DiMaio,~~Bajko ~~Mr.~~as ~~Cotton,~~Chief ~~Mr.~~Commercial ~~Mellish~~Officer, ~~Mr.~~a ~~Sadagopan~~copy ~~and~~of ~~Ms.~~which ~~Snyder~~is ~~were~~furnished ~~each completing their previous term~~ as ~~members~~Exhibit of99.2 ~~the~~to ~~Board~~this ~~since~~Current ~~their~~Report on ~~election at the Company’s 2025 Annual Meeting~~Form 8-K.

2The information in this Item 7.01 ~~Proposal~~to 2: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 (~~Advisory~~the “Exchange Act”), ~~Non-Binding~~or ~~ratification~~otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities ~~appointment~~Act of 1933, as amended, or the Exchange ~~Company’s~~Act, ~~independent~~except ~~registered~~as ~~public~~expressly ~~accounting~~set ~~firm:~~forth by specific reference in such a filing.

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

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~~Offer ~~Release~~Letter, ~~issued~~ by and between Darcy Bajko and Spectral AI, Inc., ondated ~~June~~July 17, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL).
99.2		Press Release issued by Spectral AI, Inc. on July 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~July 18, 2026

	SPECTRAL AI, INC.

	By:	/s/ Vincent S. Capone
	Name:	Vincent S. Capone
	Title:	Chief Executive Officer

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