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Get filing alertsSpectral AI stockholders approve Hudson Bay share issuance, re-elect five directors
Filed June 1, 2026 · Period ending May 29, 2026 · ~1 min read
Key Changes
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Stockholders authorized share issuance to Hudson Bay Master Fund under October 2025 purchase agreement, satisfying Nasdaq listing requirements. Vote: 9.3M for, 1.8M against.
Item 5.07 verify on EDGAR → -
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Five directors re-elected for one-year terms through 2027 Annual Meeting: J. Michael DiMaio, Richard Cotton, Martin Mellish, Deepak Sadagopan, and Marion Snyder.
Item 5.07 verify on EDGAR → -
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Stockholders ratified Forvis Mazars LLP as independent auditor for fiscal 2026 (17M votes for, 16K against).
Item 5.07 verify on EDGAR →
Summary
Spectral AI held its 2026 Annual Meeting on May 29, with stockholders approving three routine proposals. The most significant item was authorization to issue shares to Hudson Bay Master Fund Ltd. under a Securities Purchase Agreement from October 2025. This approval satisfies Nasdaq Marketplace Rule 5635(d), which requires stockholder consent for certain share issuances that could result in significant dilution.
The vote passed with approximately 83% support among votes cast. The company also re-elected its five-member board for one-year terms and ratified its auditor selection. All items received majority approval with no contested votes. Retail investors should monitor future SEC filings for details on the timing and size of the Hudson Bay share issuance, as this will directly impact share count and potential dilution. The October 2025 purchase agreement terms were not disclosed in this filing.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Spectral AI held its 2026 Annual Meeting on May 29, 2026, electing five directors and approving auditor ratification and Hudson Bay share issuance.
Added in current filing · verify on EDGAR →
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”).
Stockholders approved the Hudson Bay Proposal with 9,272,055 votes for, 1,838,069 against, and 134,311 abstentions. This authorizes the company to issue shares to Hudson Bay Master Fund Ltd. under a Securities Purchase Agreement dated October 24, 2025, in compliance with Nasdaq listing rules requiring stockholder approval for certain share issuances.
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Added in current filing · verify on EDGAR →
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.
Stockholders ratified the appointment of Forvis Mazars LLP as the independent auditor for fiscal year 2026, with 16,980,334 votes for, 15,679 against, and 271,557 abstentions. This is a routine annual vote confirming the Board's auditor selection.
Event · Item 7.01 — Regulation FD Disclosure
Spectral AI issued a press release announcing Annual Meeting results; routine Regulation FD disclosure with no material business impact.
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Added in current filing · verify on EDGAR →
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 company disclosed Annual Meeting results via press release under Regulation FD. This is a routine procedural disclosure with no specific business impact detailed in the 8-K body itself.
Event · Item 9.01 — Financial Statements and Exhibits
Spectral AI filed an 8-K referencing a press release issued June 1, 2026; no material event details disclosed in the filing body.
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Added in current filing · verify on EDGAR →
Press Release issued by Spectral AI, Inc. on June 1, 2026
The 8-K references a press release issued on June 1, 2026, but does not include the press release content or describe the underlying event. Without the exhibit text, the nature and materiality of the disclosure cannot be determined from this filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify