Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2024, Spectral AI, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an investor (the "Investor") for the sale of up to $5,000,000 in shares of common stock of the Company, par value 0.0001 per share ("Common Stock"). On December 12, 2024, the Investor delivered a purchase notice under the Purchase Agreement for the purchase of 500,000 shares of Common Stock (the "Shares"), at an offering price of $1.80 per share (such transaction, the "Offering").

The sale and issuance of the Shares is being made pursuant to the Company's registration statement on Form S-3 (file number 333-282681) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") on October 16, 2024 and declared effective on October 31, 2024, and the Company's prospectus supplement relating to the Offering, which was filed with the SEC on December 12, 2024, that forms part of the Registration Statement.

The Purchase Agreement contains customary representations, warranties and agreements by us and customary conditions to closing. Under the Purchase Agreement, subject to certain exceptions, the Investor has an option (the "Option") to purchase additional shares of Common Stock ("Additional Shares") up to the lesser of (i) $5,000,000 in aggregate proceeds or (ii) the remaining available capacity based on one-third of our public float pursuant to General Instruction I.B.6 of Form S-3 (such amount, the "Commitment Amount"). In the event the Option is exercised, the price of any Additional Shares sold shall be the lesser of (x) the closing price of our Common Stock on the previous trading day or (y) the 5-day volume-weighted average price of our Common Stock. We have agreed, under the Purchase Agreement, to grant to the Investor the right of first refusal for any equity offering during the period commencing on the effective date of the Purchase Agreement and expiring on the date that is ten business days following the date on which the Investor has purchased securities equal to the Commitment Amount under the Purchase Agreement, subject to certain exceptions.

A copy of the legal opinion of Reed Smith LLP, relating to the validity of the Shares in connection with the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such document (or form thereof), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.