光谱人工智能股份有限公司美股招股说明书(2025-10-23版)

Spectral AI, Inc. 3,065,000 Shares of Common Stock We are offering in a registered direct offering to certain investors (the “Investors”) 3,065,000 shares (the “Shares”) of ourcommon stock, $0.0001 par value per share (our “Common Stock”), at an offering price of $1.90 per Share pursuant to this prospectussupplement and the accompanying base prospectus. In a concurrent private placement, we are also offering to the Investors (i) warrants (the “Warrants”) to purchase up to4,000,000 shares of our Common Stock, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 935,000 shares ofour Common Stock. Each Warrant has an exercise price per share of $2.51, will be exercisable on the earlier of (A) the effective dateof the stockholder approval for the issuance of shares of Common Stock issuable upon exercise of the Warrants (the “StockholderApproval Date”) and (b) the date that is six months following the issuance date of the Warrants (the “Initial Exercise Date”) and willhave a term of five (5) years from the initial issuance date of the Warrant. Each Pre-Funded Warrant has a purchase price of $1.8999,an exercise price per share of $0.0001 and is exercisable immediately and may be exercised at any time until such Pre-Funded Warrantis exercised in full. The shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants are collectivelyreferred to as the “Warrant Shares.” The Warrants, the Pre-Funded Warrants and the Warrant Shares are not being registered under theSecurities Act of 1933, as amended (the “Securities Act”), pursuant to the registration statement of which this prospectus supplementand the accompanying base prospectus form a part and are not being offered pursuant to this prospectus supplement and theaccompanying base prospectus. The Warrants, the Pre-Funded Warrants and the Warrant Shares are being offered pursuant to anexemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b)promulgated thereunder. We have engaged Northland Securities, Inc. (the “placement agent”) as our sole placement agent in connection with thisoffering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by thisprospectus supplement and the accompanying prospectus. The placement agent is not purchasing or selling any of the securities we areoffering, and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of thesecurities. We have agreed to pay the placement agent the fees set forth in the table below which assumes that we sell all of thesecurities offered by the prospectus supplement and the accompanying base prospectus. We will bear all costs associated with thisoffering. See “Plan of Distribution” in this prospectus supplement for more information regarding these arrangements. Our Common Stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MDAI.” On October 22, 2025,the closing price for our Common Stock, as reported on Nasdaq, was $2.24 per share. As of October 22, 2025, the aggregate market value of our outstanding Common Stock held by non-affiliates, or public float,was approximately $52.1 million, based on 27,623,895 shares of outstanding Common Stock, of which approximately 7,879,429shares were held by affiliates, and a price of $2.64 per share, which was the price at which our Common Stock was last sold on Nasdaqon October 15, 2025. We have sold approximately $6.3 million worth of securities pursuant to General Instruction I.B.6 of Form S-3during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offeringand other offerings as evidenced by our previous prospectus supplements as filed with the SEC). Accordingly, based on the foregoing,we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having anaggregate offering price of up to approximately $11.1 million. Pursuant to General Instruction I.B.6 of Form S-3, in no event will wesell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as ourpublic float remains below $75.0 million. Investing in our Common Stock involves a high degree of risk. See “Risk Factors” on page S-5 of this prospectussupplement and the accompanying base prospectus, as well as the risk factors incorporated by reference into this prospectussupplement and accompanying base prospectus for a discussion of the factors you should carefully consider before deciding topurchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or accompanying base prospectus is truthful or complete. Anyrepresentation to the