RCLFU Rosecliff Acquisition Corporation I

 

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): June 24, 2024

 

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) 685-1260

(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 $11.50 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 7.01 Regulation FD Disclosure

 

On June 24, 2024, the Company issued a press release announcing that it has asked for an inquiry to the Nasdaq Stock Market LLC and with the applicable regulatory organizations in Texas, Florida and Louisiana, to bring to their attention potential market manipulation of the Company’s common stock, primarily in the form of naked short selling. This action is further detailed below and a copy of this release 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 8.01 Other Events

 

On June 24, 2024, the Company sent letters to the Nasdaq Stock Market LLC and to the applicable state securities regulatory organizations in Texas, Florida and Louisiana, to bring to their attention potential market manipulation of the Company’s common stock, primarily in the form of naked short selling. The Company has reviewed its list of Non-Objective Beneficial Owners (the “NOBO List”) and Objecting Beneficial Owners List (the “OBO List”). The combination of the NOBO List and OBO List should approximate the total number of non-restricted shares available to trade in the market for the Company. Unfortunately, the number of shares on the OBO List and NOBO List exceeds the total float (public shares) of the Company’s common stock by a significant percentage. The Company believes this is an indication of the presence of “naked” shorting where institutional investors are utilizing this illegal activity. Copies of these letters are being furnished as Exhibits 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K. This inquiry is being led by Erich Spangenberg, a member of the Board of Directors and the Company’s largest shareholder.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release issued by Spectral AI, dated June 24, 2024.
99.2		Letter from Spectral AI to the Attorney General of the State of Florida, dated June 24, 2024.
99.3		Letter from Spectral AI to the Texas State Securities Board, dated June 24, 2024.
99.4		Letter from Spectral AI to the Louisiana Office of Financial Institutions, dated June 24, 2024.
99.5		Letter from Spectral AI to the Nasdaq Inc., dated June 24, 2024.
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 24, 2024

 

	SPECTRAL AI, INC.
	By:	/s/ Peter M. Carlson
	Name:	Peter M. Carlson
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

 

Spectral AI Supports Naked Short Selling Inquiry

 

DALLAS, TX - June 24, 2024 - Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today announced that it has provided support to Nasdaq and the state securities authorities in Florida, Louisiana and Texas to bring to their attention potential market manipulation of the Company’s common stock, primarily in the form of naked short selling.

 

This inquiry is being led by Erich Spangenberg, a member of the Board of Directors and the Company’s largest shareholder.

 

Naked short selling is a practice in which shares are sold without first being borrowed or ensuring that they can be borrowed. This creates an artificial selling pressure and allows traders to artificially drive down prices at the expense of retail investors. The practice is generally illegal pursuant to Securities and Exchange Commission (“SEC”) Regulation SHO. 

 

“As detailed in the Company’s SEC filing today, a simple examination of our shareholder lists we obtained from reliable authorities clearly shows that our public float has been artificially increased by over 40% as a result of what I believe is illegal naked shorting,” said Mr. Spangenberg. “We recognize and appreciate Nasdaq’s commitment to ensuring market transparency and integrity, and its mission to protect the interests of investors. It is in this spirit that we look forward to collaborating with all relevant authorities to address instances of potentially illegal naked short selling in our stock, strengthen compliance, and protect our investors.”

 

About Spectral AI 

 

Spectral AI, Inc. is a Dallas-based predictive AI company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, with initial applications involving patients with burns and diabetic foot ulcers. The Company is working to revolutionize the management of wound care by “Seeing the Unknown^®” with its DeepView^™ System.  The DeepView^™ System is a predictive device that offers clinicians an objective and immediate assessment of a wound’s healing potential prior to treatment or other medical intervention. With algorithm-driven results and a goal to change the current standard of care, the DeepView^™ System is expected to provide faster and more accurate treatment insight towards value care by improving patient outcomes and reducing healthcare costs. For more information about the DeepView^™ System, visit www.spectral-ai.com. 

 

Forward Looking Statements 

 

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s strategy, plans, objectives, initiatives and financial outlook. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. 

 

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements. 

 

Investors should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s filings with the SEC, including the Registration Statement and the other documents filed by the Company. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. 

 

Investors: 

 

The Equity Group 
Devin Sullivan 
Managing Director 
dsullivan@equityny.com 

 

Conor Rodriguez 
Analyst 
crodriguez@equityny.com

 

Exhibit 99.2

 

 

June 24, 2024

 

VIA EMAIL

The Honorable Ashley Moody

Attorney General

State of Florida

PL-01, The Capitol

Tallahassee, FL 32399-1050

 

Re: Stock Manipulation Harming Florida and Its Citizens and Institutions

 

Dear Attorney General Moody:

 

I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the “Company”), which trades on the Nasdaq Stock Exchange under the ticker symbol “MDAI.” This manipulation is caused by what appears to be “naked shorting” that violates both federal and Florida law and inflicts a significant cost on Florida citizens and even certain of its institutions. This manipulation by “naked shorting,” is carried out by some of the largest financial institutions, financial fiduciaries, and hedge funds in the country, and it is harming investors, innovation, access to the capital markets, and Florida. Naked shorting is a plain and simple violation of securities laws.¹

 

I am also writing to the proper authorities at the Nasdaq Stock Exchange, our home State of Texas (the Company’s headquarters) and the State of Louisiana, where we have a number of shareholders and key institutional relationships. We also maintain close ties to the State of Florida as our largest shareholder (Erich Spangenberg copied below) is a resident. Spectral AI has a number of other shareholders and key institutional relationships in the State of Florida. I am reaching out to you to offer the State of Florida the chance to lead the charge against these blatant securities law violators.

 

Our Company is focused on providing burn patients with an immediate objective assessment of a burn wound severity to provide patients, physicians and insurance providers an almost immediate identification of burns that require advanced wound care, saving the patient days of unnecessary pain and suffering and the health care systems millions of dollars in unnecessary costs. The US Government has provided the Company with over $256 million of funding and funding commitments that is being used by the Company in developing this lifesaving medical device technology, including for use in mass casualty events and on the military battlefield and commercial applications.

 

1

“Naked shorting” in its simplest terms is an illegal practice in stock markets where an investor sells shares of a stock they do not own and have not borrowed. Ordinarily, stock traders must borrow a stock, or determine that it can be borrowed before they can sell it. The investor “bets” that the stock price will fall and by “shorting” a stock the investor does not own, it creates an artificial supply of shares and can drive the market price to fall as he sells the shares he doesn’t actually own (retains the profit) and thereby never having to take ownership of the share before the stock trade settles.

 

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

 

 

 

I believe it is easy to prove that naked shorting is occurring in the Company stock. When we seek shareholder information from Broadridge, a well-known third-party stockholder analytics provider, we obtain both our list of Non-Objective Beneficial Owners (so-called “NOBO List”) and Objecting Beneficial Owners List (so called “OBO List”) of MDAI Stock. The combination of these lists should show the total number of non-restricted shares available to trade in the market for MDAI. Unfortunately, the sum of NOBO List and OBO list result exceeds the total float (public shares) of MDAI stock by over 40%. This is not possible without the presence of “naked” shorting where the hedge funds, prime and other brokers, financial fiduciaries openly participate in and enable this illegal activity. I am confident it is a violation of the securities laws of the State of Florida.

 

I respectfully request that you immediately open an investigation to determine the nature and extent of any illicit activities—and particularly whether the trading in MDAI has violated the Florida Securities and Investor Protection Act, see Fla. Stat. §517.301, et. seq. and regulations promulgated thereunder, as set forth in the 2023 Florida Statutes, title XXXIII §517. It may be appropriate for your office to also assess whether the Florida Racketeer Influenced and Corrupt Organizations Act should be invoked here, as set forth in 2023 Florida Statutes, Title XLVI §895 and specifically Section 895.02(8)(a) that expressly includes Section 517 (Unlawful practices relating to sale of securities and investor protection under “racketeering activity”).

 

I am confident that once you begin your investigation, you will find that this illegal practice of “naked” shorting is rampant and having a significant and adverse impact not just on MDAI, but on many other public companies and the honest market participants of Florida, including businesses, investors, pension funds, and other institutions. Your office can be instrumental in ending this modern-day racketeering and domestic economic terrorism being carried out by financial institutions, financial fiduciaries and hedge funds that are profiting at the expense of Florida and its citizens, institutions and pensions funds.

 

I am available for an in person or remote interview and would welcome the opportunity to discuss this issue with you or members of your team. I stand ready to assist your efforts in any way possible.

 

Sincerely,

 

/s/ Vincent S. Capone

Vincent S. Capone, Esquire

 

cc:	Commissioner Russell C. Weigel, III
	Office of Financial Regulation
	Division of Securities
	200 E. Gaines Street
	Tallahassee, FL 32399
	Erich Spangenberg

 

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

 

 

 

 

Exhibit 99.3

 

 

June 24, 2024

 

VIA EMAIL

Mr. E. Wally Kinney

Texas State Securities Board

Enforcement Division

208 East 10^th Street, 5^th Floor

Austin, TX 78701

 

Re: Stock Manipulation Harming Texas and Its Citizens and Institutions

 

Dear Mr. Kinney:

 

I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the “Company”), which trades on the Nasdaq Stock Exchange under the ticker symbol “MDAI.” This manipulation caused by what appears to be “naked shorting” violates both federal and Texas law and inflicts a significant cost on Texas citizens and even certain of its institutions. This manipulation by “naked shorting,” is carried out by some of the largest financial institutions, financial fiduciaries, and hedge funds in the country, and it is harming investors, innovation, access to the capital markets, and Texas. Naked shorting is a plain and simple violation of securities laws.¹ I believe this manipulation has cost our honest and hard-working investors significant monies as large institutions have pirated their investments.

 

I am also writing to the proper authorities at the Nasdaq Stock Exchange, the State of Louisiana and the State of Florida where we also have deep shareholder and even institutional relationships. I am reaching out to you to offer the State of Texas the chance to support its citizens as the effect of this manipulation puts at risk the jobs of our employees.

 

Our Company is focused on providing burn patients with an immediate objective assessment of a burn wound severity to provide patients, physicians and insurance providers an almost immediate identification of burns that require advanced wound care, saving the patient days of unnecessary pain and suffering and the health care systems millions of dollars in unnecessary costs. The US Government has provided the Company with over $256 million of funding and has committed to assist the Company in developing this lifesaving medical device technology including for use in mass casualty events and on the military battlefield and commercial applications.

 

 

1

“Naked shorting” in its simplest terms is an illegal practice in stock markets where an investor sells shares of a stock they do not own and have not borrowed. Ordinarily, stock traders must borrow a stock, or determine that it can be borrowed before they can sell it. The investor “bets” that the stock price will fall and by “shorting” a stock the investor does not own, it creates an artificial supply of shares and can drive the market price to fall as he sells the shares he doesn’t actually own (retains the profit) and thereby never having to take ownership of the share before the stock trade settles.

 

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

 

 

 

Spectral AI has over eighty employees in Dallas that have excellent high-paying jobs that focus on cutting-edge technology in artificial intelligence and multi-spectral imaging. We also have many shareholders who are residents of the State of Texas, including our founder and one of our largest shareholders Dr. J. Michael DiMaio, MD (copied below). The Company has and regularly engages with some of the finest medical institutions in the State of Texas for patient studies and development, including the University of Texas Southwestern, where this technology originated.

 

I believe it is easy to prove that “naked” shorting is occurring in the Company stock. When we seek shareholder information from Broadridge, a well-known third-party stockholder analytics provider, we obtain both our list of Non-Objective Beneficial Owners (so-called “NOBO List”) and Objecting Beneficial Owners List (so called “OBO List”) of MDAI Stock. The combination of these lists should show the total number of non-restricted shares available to trade in the market for MDAI. Unfortunately, the result exceeds the total float (public shares) of MDAI stock by over 40%. This is not possible without the presence of “naked” shorting where the hedge funds, prime and other brokers, financial fiduciaries openly participate in and enable this illegal activity. I am confident it is a violation of the securities laws of the State of Texas.

 

I respectfully request that you immediately open an investigation to determine the nature and extent of any illicit activities—and particularly whether the trading in MDAI has violated the Texas Securities Act, see 12 Tex. Gov’t Code §4007, et. seq. and regulations promulgated thereunder, as set forth in the Texas Government Code, title 12 §4001-4008.

 

I am confident that once you begin your investigation, you will find that this illegal practice of “naked” shorting is rampant and having a significant and adverse impact not just on MDAI, but on many other public companies and the honest market participants of Texas, including businesses, investors, pension funds, and other institutions. Your office can be instrumental in ending this modern-day racketeering and domestic economic terrorism being carried out by financial institutions, financial fiduciaries and hedge funds that are profiting at the expense of Texas and its citizens, institutions and pensions funds.

 

I am available for an in person or remote interview and would welcome the opportunity to discuss this issue with you or members of your team. I stand ready to assist your efforts in any way possible.

 

Sincerely,

 

/s/ Vincent S. Capone

Vincent S. Capone, Esquire

 

cc:	Dr. J. Michael DiMaio, MD Erich Spangenberg

 

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

 

 

Exhibit 99.4

 

 

June 24, 2024

 

VIA EMAIL

Commissioner P. Scott Jolly

Office of Financial Institutions

State of Louisiana

8660 United Plaza Boulevard, 2^nd Floor

Baton Rouge, LA 70809-7024

 

Re: Stock Manipulation Harming Louisiana and Its Citizens and Institutions

 

Dear Commissioner Jolly:

 

I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the “Company”), which trades on the Nasdaq Stock Exchange under the ticker symbol “MDAI.” This manipulation is caused by what appears to be “naked shorting” that violates both federal and Louisiana law and inflicts a significant cost on Louisiana citizens and even certain of its institutions. This manipulation by “naked shorting,” is carried out by some of the largest financial institutions, financial fiduciaries, and hedge funds in the country, and it is harming investors, innovation, access to the capital markets, and Louisiana. Naked shorting is a plain and simple violation of securities laws.¹ I believe this manipulation has cost our honest and hard-working investors significant monies as large institutions have pirated their investments.

 

I am also writing to the proper authorities at the Nasdaq Stock Exchange, our home state of Texas (the Company’s headquarters) and the State of Florida (where our largest shareholder resides). I am reaching out to you to offer the State of Louisiana the chance to lead the charge against these blatant securities law violators.

 

Our Company is focused on providing burn patients with an immediate objective assessment of a burn wound severity to provide patients, physicians and insurance providers an almost immediate identification of burns that require advanced wound care, saving the patient days of unnecessary pain and suffering and the health care systems millions of dollars in unnecessary costs. The US Government has provided the Company with over $256 million of funding and has committed to assist the Company in developing this lifesaving medical device technology for use in mass casualty events and on the military battlefield and commercial applications. Spectral AI has a number of shareholders and key institutional relationship in the State of Louisiana.

 

1

“Naked shorting” in its simplest terms is an illegal practice in stock markets where an investor sells shares of a stock they do not own and have not borrowed. Ordinarily, stock traders must borrow a stock, or determine that it can be borrowed before they can sell it. The investor “bets” that the stock price will fall and by “shorting” a stock the investor does not own, it creates an artificial supply of shares and can drive the market price to fall as he sells the shares he doesn’t actually own (retains the profit) and thereby never having to take ownership of the share before the stock trade settles.

 

2515 McKinney Ave., Suite 1000
Dallas, TX 75201
972-499-4934
www.spectral-ai.com

 

 

 

I believe it is easy to prove that naked shorting is occurring in the Company stock. When we seek shareholder information from Broadridge, a well-known third-party stockholder analytics provider, we obtain both our list of Non-Objective Beneficial Owners (so-called “NOBO List”) and Objecting Beneficial Owners List (so called “OBO List”) of MDAI Stock. The combination of these lists should show the total number of non-restricted shares available to trade in the market for MDAI. Unfortunately, the sum of the NOBO List and OBO List result exceeds the total float (public shares) of MDAI stock by over 40%. This is not possible without the presence of “naked” shorting where the hedge funds, prime and other brokers, financial fiduciaries openly participate in and enable this illegal activity. I am confident it is a violation of the securities laws of the State of Louisiana.

 

I respectfully request that you immediately open an investigation to determine the nature and extent of any illicit activities—and particularly whether the trading in MDAI has violated Louisiana Securities Law, see La. Rev. Stat. 51:701, et. seq. and regulations promulgated thereunder, as set forth in the Louisiana Administrative Code, title 10 Sec.Sec. XIII-1201 and 1203. It may be appropriate for your office to also assess whether the Louisiana Racketeering Act should be invoked here, as set forth in Chapter 11 – Louisiana Racketeering Act. La. Stat. tit. 15 Section 1352 and specifically Section 15:1352(A)(19) that expressly includes R.S. 51:712 (Unlawful practices regarding securities are covered under “racketeering activity”).

 

I am confident that once you begin your investigation, you will find that this illegal practice of “naked” shorting is rampant and having a significant and adverse impact not just on MDAI, but on many other public companies and the honest market participants of Louisiana, including businesses, investors, pension funds, and other institutions. Your office can be instrumental in ending this modern-day racketeering and domestic economic terrorism being carried out by financial institutions, financial fiduciaries and hedge funds that are profiting at the expense of Louisiana and its citizens, institutions and pensions funds.

 

I am available for an in person or remote interview and would welcome the opportunity to discuss this issue with you or members of your team. I stand ready to assist your efforts in any way possible.

 

Sincerely,

 

/s/ Vincent S. Capone

Vincent S. Capone, Esquire 

 

cc:	Attorney General Liz Murrill, Esquire Executive Counsel to the Governor, Angelique Freel, Esquire Erich Spangenberg

 

2515 McKinney Ave., Suite 1000
Dallas, TX 75201
972-499-4934
www.spectral-ai.com

 

 

 

Exhibit 99.5

 

 

 

June 24, 2024

 

VIA EMAIL

 

Ms. Adena T. Friedman

Chair and Chief Executive Officer

Nasdaq, Inc.

151 West 42nd Street

28^th Floor

New York, NY 10036

 

Re: Stock Manipulation on the Nasdaq Stock Exchange

 

Dear Ms. Friedman:

 

I write to you regarding my concern of what appears to be illegal manipulation of the stock price of our company, Spectral AI, Inc. (“Spectral AI” or the “Company”), which trades on the Nasdaq Stock Exchange under the ticker symbol “MDAI.” This manipulation is caused by what appears to be “naked shorting” that violates both federal and state law and Nasdaq rules and inflicts a significant cost on the Nasdaq member companies and investors. As detailed below, MDAI’s NOBO List share count and OBO List share count combined exceeds MDAI’s total public share count by over 40% -- this is impossible without illegal naked shorting occurring and we believe the Nasdaq should take action to instill confidence in the market and immediately commence an investigation of this blatantly illegal activity.

 

I am also writing to the proper authorities in our home state of Texas (the Company’s headquarters) and Louisiana and Florida where a number of our largest investors reside. I am hoping that Nasdaq can immediately launch an investigation, recognize these blatant securities law violators and bring an end to this manipulation. Copies of these letters are attached.

 

Our Company is focused on providing burn patients with an immediate objective assessment of a burn wound severity to provide patients, physicians and insurance providers an almost immediate identification of burns that require advanced wound care, saving the patient days of unnecessary pain and suffering and the health care systems millions of dollars in unnecessary costs. The US Government has provided the Company with over $256 million of funding and funding commitments to date that is being used by the Company in developing this lifesaving medical device technology.

 

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

 

 

 

 

I believe it is easy to prove that naked shorting is occurring in the Company stock. When we seek shareholder information from Broadridge, a well-known third-party stockholder analytics provider, we obtain both our list of Non-Objective Beneficial Owners (so-called “NOBO List”) and Objecting Beneficial Owners List (so called “OBO List”) of MDAI Stock. The combination of these lists should show the total number of non-restricted shares available to trade in the market for MDAI. Unfortunately, the sum of our NOBO List and OBO List exceeds the total float (public shares) of MDAI stock by over 40%. This seems impossible without the presence of “naked” shorting where the hedge funds, prime and other brokers, financial fiduciaries openly participate in and enable this activity. I am confident it is a violation of various federal and state securities laws and Nasdaq rules that is taking place on the Nasdaq. I respectfully request that you open an investigation to determine the nature and extent of any illicit activities—and particularly whether the trading in MDAI has violated the Nasdaq rules and Securities and Exchange Commission rules regarding “naked” shorting.

 

I am confident that once you begin your investigation, you will find that this illegal practice of “naked” shorting is rampant and having a significant and adverse impact not just on MDAI, but on many other public companies and the honest market participants on the Nasdaq, including businesses, investors, pension funds, and other institutions. 

 

I am available for an in person or remote interview and would welcome the opportunity to discuss this issue with you or members of your team. I stand ready to assist your efforts in any way possible.

 

Sincerely,

 

/s/ Vincent S. Capone 

Vincent S. Capone, Esquire

 

Enclosures:

Letter from Spectral AI to the Attorney General of the State of Florida, dated June 24, 2024.

Letter from Spectral AI to the Texas State Securities Board, dated June 24, 2024.

Letter from Spectral AI to the Louisiana Office of Financial Institutions, dated June 24, 2024.

 

cc:	Erich Spangenberg

 

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

 

 

 

 

v3.24.1.1.u2

Cover	Jun. 24, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 24, 2024
Entity File Number	001-40058
Entity Registrant Name	SPECTRAL AI, INC.
Entity Central Index Key	0001833498
Entity Tax Identification Number	85-3987148
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2515 McKinney Avenue
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	972
Local Phone Number	685-1260
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	MDAI
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $11.50 per share
Trading Symbol	MDAIW
Security Exchange Name	NASDAQ

---