0001213900-23-076679.txt : 20230914 0001213900-23-076679.hdr.sgml : 20230914 20230914160232 ACCESSION NUMBER: 0001213900-23-076679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230914 DATE AS OF CHANGE: 20230914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thatcher Jeffrey Edward CENTRAL INDEX KEY: 0001992211 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40058 FILM NUMBER: 231255133 MAIL ADDRESS: STREET 1: 6659 ESCONDIDO ST CITY: IRVING STATE: TX ZIP: 75039 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectral AI, Inc. CENTRAL INDEX KEY: 0001833498 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE #1000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (212) 492-3000 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE #1000 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: Rosecliff Acquisition Corp I DATE OF NAME CHANGE: 20201123 4 1 ownership.xml X0508 4 2023-09-11 0 0001833498 Spectral AI, Inc. MDAI 0001992211 Thatcher Jeffrey Edward 2515 MCKINNEY AVENUE STE. 1000 DALLAS TX 75201 0 1 0 0 CHIEF SCIENTIST 0 COMMON STOCK 2023-09-11 4 J 0 23278 A 23278 D INCENTIVE STOCK OPTION 1.03 2023-09-11 4 J 0 569350 A 2029-04-30 COMMON STOCK 569350 569350 D INCENTIVE STOCK OPTION 2.17 2023-09-11 4 J 0 232783 A 2030-06-25 COMMON STOCK 232783 232783 D INCENTIVE STOCK OPTION 4.95 2023-09-11 4 J 0 24248 A 2032-02-03 COMMON STOCK 24248 24248 D INCENTIVE STOCK OPTION 4.54 2023-09-11 4 J 0 7274 A 2033-04-13 COMMON STOCK 7274 7274 D On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock"). The Reporting Person received these shares of Common Stock in connection with the Closing for no additional consideration. These options are vested and exercisable. The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests. These options vest and become exercisable as follows: 33% of the stock options vested on 2/3/2023; 33% vest on 2/3/2024; and the remainder vest on 2/3/2025. These options vest and become exercisable as follows: 33% of the stock options vest on 4/13/2024; 33% vest on 4/13/2025; and the remainder vest on 4/13/2026. /s/ Jeffrey Thatcher 2023-09-13