Spectral AI Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 To Commission File No. 001-40058 None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $72.0 millionbased on the closing sales price on the Nasdaq Stock Market LLC on June 30, 2025, the last business day of the registrant’s mostrecently completed second fiscal quarter. As of March 23, 2026, there were 31,823,895 shares of Common Stock, $0.0001 par value per share, issued and outstanding. SPECTRAL AI, INC.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025TABLE OF CONTENTS Part I. Item 1.Business1Item 1.A.Risk Factors.9Item 1.B.Unresolved Staff Comments.53Item 1.C.Cybersecurity53Item 2.Properties54Item 3.Legal Proceedings54Item 4.Mine Safety Disclosures54 Part II. Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55Item 6.[Reserved]56Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations56Item 7.A.Quantitative and Qualitative Disclosures about Market Risk69Item 8.Financial Statements and Supplementary Data69Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure69Item 9.A.Controls and Procedures.69Item 9.B.Other Information.70Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.70 Part III. Item 10.Directors, Executive Officers and Corporate Governance71Item 11.Executive Compensation71Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters71Item 13.Certain Relationships and Related Transactions, and Director Independence71Item 14.Principal Accountant Fees and Services71 Part IV. Item 15.Exhibits, Financial Statement SchedulesF-1Item 16.Form 10-K Summary.73 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes,without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations” regarding our financial position, business strategy and the plans and objectives