Filed 2026-03-25 · Period ending 2025-12-31 · 77,177 words · SEC EDGAR
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# Spectral AI, Inc. (MDAI) — 10-K **Filed:** 2026-03-25 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-033808 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1833498/000121390026033808/) **Origin leaf:** 084f102d3ca36d9e794da357ec40b67181e5b90386649ad49950a06109139989 **Words:** 77,177 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **** **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** **** **For the transition period fromto ** **** **To** **** **Commission File No. 001-40058** **** **SPECTRAL AI, INC.** **(Exact name of registrant as specified in its charter)** **** | Delaware | | 85-3987148 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | 2515 McKinney Avenue, Suite 1000 Dallas, Texas | | 75201 | | | (Address of Principal Executive Offices) | | (Zip Code) | | **(972) 499-4934** **(Registrants telephone number, including area code)** **Securities registered pursuant to Section 12(b) of the Act:** **** | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common stock, par value $0.0001 per share | | MDAI | | The Nasdaq Stock Market LLC | | | Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $2.75 | | MDAIW | | The Nasdaq Stock Market LLC | | **Securities registered pursuant to Section 12(g) of the Act:** **** **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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation received by any of the registrants 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 registrants common stock held by non-affiliates of the registrant was approximately $72.0 million based on the closing sales price on the Nasdaq Stock Market LLC on June 30, 2025, the last business day of the registrants most recently 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, 2025** **TABLE OF CONTENTS** **** | | | Page | | | Part I. | | | | | | | | | | Item 1. | Business | 1 | | | Item 1.A. | Risk Factors. | 9 | | | Item 1.B. | Unresolved Staff Comments. | 53 | | | Item 1.C. | Cybersecurity | 53 | | | Item 2. | Properties | 54 | | | Item 3. | Legal Proceedings | 54 | | | Item 4. | Mine Safety Disclosures | 54 | | | | | | | | Part II. | | | | | | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 55 | | | Item 6. | [Reserved] | 56 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 56 | | | Item 7.A. | Quantitative and Qualitative Disclosures about Market Risk | 69 | | | Item 8. | Financial Statements and Supplementary Data | 69 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 69 | | | Item 9.A. | Controls and Procedures. | 69 | | | Item 9.B. | Other Information. | 70 | | | Item 9.C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. | 70 | | | | | | | | Part III. | | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 71 | | | Item 11. | Executive Compensation | 71 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 71 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 71 | | | Item 14. | Principal Accountant Fees and Services | 71 | | | | | | | | Part IV. | | | | | | | | | Item 15. | Exhibits, Financial Statement Schedules | F-1 | | | Item 16. | Form 10-K Summary. | 73 | | **** i **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. Managements Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, will, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: | | | We have incurred significant losses since inception and may not be able to achieve significant revenues or profitability. | | | | | We are devoting substantially all of our efforts towards research and development of our DeepView System. | | | | | We depend on government funding, which if lost or reduced, could have a material adverse effect on our research and development activities and our ability to commercialize our DeepView technology.Our largest contract is with the Biomedical Advanced Research and Development Authority (BARDA) and is the largest single source of revenue for us. Our BARDA contract is not guaranteed to be fully awarded or extended. | | | | | The regulatory review process is expensive, time-consuming, and uncertain and we may be unable to obtain clearance, approval, De Novo classification, or certification for our DeepView technology. | | | | | We may experience significant delays in completing clinical trials, which could prevent or significantly delay our targeted product launch timeframe and impair our viability and business plan. | | | | | New legislation and regulations and legislative and regulatory reforms may make it more difficult and costly for us to obtain regulatory clearance, approval, De Novo classification, or certification of our DeepView System, or to manufacture, market and distribute our device after clearance, approval, or classification is obtained. | | | | | Disruptions at the FDA and foreign regulatory agencies caused by funding shortages, political climate or global health concerns could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new products and services from being developed or commercialized in a timely manner, which could negatively impact our business. | | | | | Modifications to our DeepView System may require new clearances, approvals, De Novo classifications, certifications, or new or amended certifications, and may require us to cease marketing or to recall the modified device until clearances, approvals, De Novo classifications, or the relevant certifications are obtained. | | ii | | | Quality problems and product liability claims could lead to recalls or safety alerts, reputational harm, adverse verdicts or costly settlements, and could have a material adverse effect on our business, results of operations, financial condition, and cash flows. | | | | | We must comply with anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulations. | | | | | If our manufacturers fail to comply with the regulatory quality system regulations or any applicable equivalent regulations, our proposed operations could be interrupted, and our operating results would suffer. | | | | | Actual or perceived failure to comply with data protection, privacy and security laws, regulations, standards and other requirements could negatively affect our business, financial condition or results of operations. | | | | | As the regulatory framework for AI technology evolves, our business, financial condition and results of operation may be adversely affected. | | | | | If we are unable to establish sales, marketing and distribution capabilities either on our own or in collaboration with third parties, we may not be successful in commercializing our DeepView System, if approved. | | | | | We may not be able to achieve or maintain satisfactory pricing and margins for our DeepView technology. | | | | | We will depend upon third-party suppliers, including contract manufacturers and single and sole source suppliers, making us vulnerable to supply shortages and price fluctuations that could negatively affect our business, financial condition and results of operations. | | | | | We may encounter difficulties in managing our growth, which could disrupt our operations. | | | | | We are highly dependent on our senior management, directors and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success. | | | | | The use of artificial intelligence, including machine learning, in our analytics platforms may result in reputational harm or liability. | | | | | Product liability suits, whether or not meritorious, could be brought against us due to an alleged defective product or for the misuse of our DeepView System. These suits could result in expensive and time-consuming litigation, payment of substantial damages, and an increase in our insurance rates. | | | | | The success of our algorithms depends on our significant repository of proprietary burn image and data. | | | | | Changes in patent law or its interpretation could diminish the value of patents in general, thereby impairing our ability to protect our existing and future products. | | iii | | | Our patent rights and other intellectual property may be subject to priority, ownership or inventorship disputes, interferences, and similar proceedings and we may not be able to enforce our intellectual property rights throughout the world. | | | | | If our Common Stock does not maintain a certain price or market capitalization level or otherwise, Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. | | | | | The price of our Common Stock and Warrants may be volatile. | | | | | Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations. | | | | | If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting, and the trading price of our Common Stock may decline. | | | | | Certain existing stockholders purchased, or may purchase, securities in the Company at a price below the current trading price of such securities and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return. | | | | | Warrants may become exercisable for Common Stock, which would increase the number of shares eligible for resale in the public market and result in dilution to our stockholders. | | | | | The other risk and uncertainties discussed in Item 1A. Risk Factors, elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the SEC). | | Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. iv **PART I.** **** *References in this Annual Report on Form 10-K (this Annual Report) to we, us, our or the Company are to Spectral AI, Inc., a Delaware corporation. References to our management or our management team refer to our officers and directors.* **Item 1. Business Overview.** We are an AI company focused on predictive medical diagnostics. Our DeepView System uses proprietary AI algorithms to distinguish between fully damaged, partially damaged and healthy human tissue characters invisible to the naked eye, at the initial time point of wound presentation. The DeepView System delivers a binary prediction on the wounds capacity to heal or not-heal by a specified time point in the future. Our DeepView Systems output is specifically engineered to assist the health care professional in making a more accurate, timely and informed decision regarding the treatment of the patients wounds. Our focus is on our burn indication. We were notified that our DeepView System, comprised of the multispectral imaging (MSI) component integrated with the predictive AI-Burn software component, received United Kingdom Conformity Assessed (UKCA) marking for use in the United Kingdom for burn indications on February 22, 2024. The UKCA marking registration was fully completed on March 7, 2024. In 2026, we hope that our full DeepView System may achieve Class II medical device designation with the United States Food and Drug Administration (FDA) via the De Novo application the Company submitted in June of 2025. Subject to our receipt of additional necessary market authorization, our business will have two revenue streams, a SaaS (software as a service) model component predicated on utilizing the regulatory method, a SaMD (software as a medical device) regulatory framework, and the imaging device component. The SaaS component will feature a software licensing fee that includes maintenance, image hosting, and access to algorithmic updates. The proprietary imaging device acquires the images for the AI algorithms and is a universal platform to house multiple clinical indications including burn wound healing analysis and other tissue indication assessments.Pricing for these components will be evaluated and strategically set per country and site-of-service for heightened customer adoption. The MSI technology, which comprises one part of the DeepView System, consists of patented proprietary multi-spectral optics and sensors, capturing injured tissue images ranging from near UV lights, through the human visible wavelengths, into the near infrared range (NIR). The broad wavelength ranges go beyond what the human eyes can see and capture what medical professionals cannot observe with their naked eyes. This wide range of wavelength images contain wound tissue physiology and captures the viability of various biomarkers within the skin and from the injured tissue spectral signatures. The imaging technology extracts appropriate clinical data and processes the image data to provide the injured tissue spectral signatures to the AI model and algorithms. The AI algorithm classifies various severities of the injuries as (i)full damaged (non-healing), or (ii)healthy tissue (healing) and displays a comparison of the original image next to an image with a color overlay of the non-healing portions of the wound. The image acquisition takes 0.2 seconds, and all image processing and AI model classification takes approximately 20 to 25 seconds. Our DeepView Systems proprietary optics can extract millions of pixels of data or AI model features from each group of raw images. This information is then used to advance the algorithm optimization, which is trained and tested against a proprietary and clinically validated database of over 340billion pixels of image data. The DeepView-AI Burns software is used with the DeepView SnapShot imaging device, and it is intended to be used as an adjunctive tool to aid health care providers in the assessment of burn wound healing potential by differentiating non-healing from healing tissue within an image. Below at Figure 1 is an example of the DeepView System technological process. ** *Figure 1 DeepView Imaging technology* 1 To our knowledge, there are no comparable digital wound healing predictive medical diagnostic products that provide clinicians with an objective and immediate assessment of a wounds future healing potential that benefit from the application of AI.Currently, healthcare professionals rely on their experience and subjective assessments to determine if wounds, such as burn injuries, will heal (a) under routine care after a period of time, typically several weeks, or (b) following the application of advanced wound care products and procedures including surgical interventions. Our DeepView System allows health care professionals to make a Day One assessment of a wounds healing potential over time. We have received substantial financial support from the U.S.government for our DeepView Systems application for burn wounds, including from agencies such as BARDA, which is part of the Department of Health and Human Services (HHS) Office of the Assistant Secretary for Preparedness and Response (ASPR) in the UnitedStates, established to aid in securing the UnitedStates from chemical, biological, radiological, and nuclear threats, as well as from pandemic influenza and emerging infectious diseases. We have also received funding from the National Science Foundation (NSF), National Institute of Health (NIH) and the Defense Health Agency (DHA) an agency within the Department of Defense (DoD). Since 2013, we have been awarded approximately $282.5million in funding from government contracts, substantially all of which is from BARDA, which accounts for $272.9million. This has allowed us to develop our technology and further our clinical trials. On September27, 2023, the Company executed a new contract with BARDA, providing the Company with additional funding of up to $150.0million, including an initial award of approximately $54.9million to support the clinical validation and application for FDA De Novo status of our DeepView AI-Burn software. The contract also includes options, similar to our prior BARDA contracts, with an additional total value of approximately $95.1million which can be exercised for additional product development, procurement and the expanded deployment of DeepView Systems at emergency rooms, trauma and burn centers. These deployments will also enable the Company to conduct health economic and outcome research to support the broader clinical adoption of the DeepView System. This grant funding is non-dilutive to our stockholders, and we believe it validates the important nature of our mission and technology. Subject to our receipt of the necessary regulatory market authorizations, we intend to initially sell the DeepView System throughout the UnitedStates and the UK for its burn indication. Given our receipt of the UKCA authorization for our burn indication we anticipate initial sales in UK to begin in 2026. The sales channel for our burn indication will be supported by existing and future governmental contracts, primarily from agencies such as BARDA and the DHA. In the UnitedStates, there are approximately 140 burn centers, 700 trauma centers and 5,400 federal and community hospitals with Emergency Rooms where burn patients are most likely to visit upon injuries. The DeepView System provides a quick clinical diagnostic tool to the attending health care professional. It can be used to quickly assess the healing potential for burn wounds so decisions regarding whether patients need routine care or should be transferred to trauma centers or burn centers for advanced care and accurate surgical planning can be made in a much more timely manner. In the burn centers, the DeepView System provides an advanced assessment of the non-healing areas of a burn. Therefore, we plan to target our sales efforts to these facilities through highly-trained technical sales support staff that we plan to hire given the nature of DeepView as a truly disruptive AI driven predictive assistance tool. For the DeepView Systems burn application and following receipt of any future contract awards, we plan to partner with the U.S.governmental agency sponsors to implement the distribution of our DeepView System throughout the UnitedStates into key regions to support the United States mass casualty countermeasure directives, with the goal of making our country better prepared for mass casualty events and saving scarce healthcare resources. As noted above, subject to our receipt of the necessary regulatory market authorizations, our business is expected to have two revenue streams, a SaaS model component predicated on utilizing the regulatory method, SaMD regulatory framework, and an imaging device component. The SaaS component will feature a software licensing fee that includes maintenance, image hosting, and access to algorithmic updates. The capital sale component will be competitively priced for acceptance into burn centers, independent practices, hospitals and clinics. Furthermore, we would expect to leverage results from the U.S.studies for a simultaneous conformity assessment procedure in the EU to obtain the CE marking of conformity (CE Mark), and we would expect to commence post-market studies in the UK. Subject to our receipt of the necessary regulatory market authorization, we would expect to initiate commercialization in the UnitedStates during 2026, in accordance with the projected timeline for our BARDA contract. **** **Burn Indication** As part of the validation study for our De Novo submission to the FDA, the Company has completed the enrollment of 164 patients, including 49 pediatric subjects.In the validation study, the DeepView System has (a) shownsuperiority in sensitivity and, (b) with respect to specificity, met the non-inferiority margin when compared to clinician assessment. These findings were corroborated by the AI models cross-validation analysis in identifying non-healing burn regions.These results represent a significant improvement above the diagnostic accuracy of burn physicians when assessing the samepopulation. In addition to ourvalidationstudy, we have conducted three large clinical studies with multiple sites across the UnitedStates, enrollingmore than 400patients,including both adult and pediatric burn patients. 2 **** Our proprietary and clinically validated database for burns is comprised of over 340 billion pixels of image data. This database presents both a significant barrier to entry to would-be competitors in wound care healing assessment, and a potential additional commercial opportunity for us to develop further in the future. **** **Other DeepView Programs in Development** Funding from the U.S.government has also allowed us to develop additional Horizon indication uses of our DeepView System, including DeepView Snapshot M, DeepView AI 3-D wound measurement technology, and other indications. We believe that our DeepView Systems use in emergency rooms, trauma and burn centers and other would care facilities should be expanded to provide greater utility of the DeepView System in such settings. **** **DeepView SnapShot M** In addition to our DeepView System, our primary additional technology is the DeepView SnapShot M, a fully handheld, portable, and wireless diagnostic tool based on the DeepView Systems AI platform. The DeepView SnapShot M provides a potential enhanced and expanded use for the U.S.government and emergency care, first responders and potentially home health care professionals. On June23, 2021, we were awarded a two-year, $1.1million, Sequential PhaseII STTR contract by the DHA within the U.S.Department of Defense. This funding enables us to research and develop the DeepView SnapShot M product primarily for military and combat settings. In April 2023, we were awarded a $4.0million grant from the Medical Technology Enterprise Consortium (MTEC), a 501I(3)biomedical technology consortium working in partnership with the Department of Defense, to develop our DeepView SnapShot M device in a PhaseIII feasibility and commercialization study. In August 2024, the MTEC award was increased to $4.9 million and was extended to run through December 2025 with funding dependent on various milestones. In September 2024, we received an additional $0.9 million from MTEC for further development of the handheld device. In December 2025, the MTEC contract was amended to provide a no-cost extension to run through June 2026. In March 2024, we received an additional $0.5 million award from the Defense Health Agency to further this development. These grants, along with prior awards from DHA, bring our funding total for our DeepView SnapShot M to over $7.2 million. The funding will be used to support military battlefield burn diagnostic evaluations using DeepView SnapShot M. **** **3-D Wound Measurement Technology** We are also developing three-dimensional (3D) software-based wound measurement technology for integration into our DeepView System. This technology is designed to deliver rapid, accurate wound assessment by generating a three-dimensional representation of burn tissue, enabling high spatial precision in burn area measurement without the use of externally placed reference markers an advantage over certain existing technologies that rely on such markers and may be limited in their ability to accurately assess burn area. Our 3D wound measurement technology calculates the percentage of total body surface area affected by burns (%TBSA) by automatically segmenting the burn area, applying established body surface area estimation formulas, and producing a quantitative measurement output. In addition to improving %TBSA accuracy, the technology is designed to enhance our multispectral imaging (MSI)-based capability to differentiate non-healing areas within large burns, enabling more targeted and precise treatment decisions. Development of this technology is supported in part by financial funding from the Biomedical Advanced Research and Development Authority (BARDA). **** **Business Focus and Milestones** Our current focus is to fulfill our contractual obligations and meet milestones under our BARDA PBS contract (described in further detail below); and to pursue other indications for the commercialization of the DeepView System in the UK, UnitedStates and EU. Our near-term goals related to the BARDA PBS contract are to deliver on the current phase of the contract (Phase1a), and to complete the remaining phases of the BARDA PBS contract. Completion of these contractual phases support our long-term goal of entering a federal procurement contract with BARDA. 3 We submitted a De Novo application to the FDA for market authorization of the burn application in June, 2025. In 2023, we received our ISO 13485:2016 certification for Medical Devices. Our certification audits were completed in the first quarter of 2024 and the third quarter of 2025, without any exceptions. In March 2024, Spectral completed its UKCA Mark registration for the full DeepView System for our burn indication. **** **DeepView in Practice** DeepView is a predictive analytics platform that combines AI algorithms and MSI imaging for an assessment of wound healing potential. It is non-invasive, non-radiation, non-laser and does not require the use of injectable dye. This integration can be characterized into four distinct components: DeepView imaging, data extraction, AI model building and AI wound healing potential assessment. The DeepView AI- Burn software is used with the DeepView SnapShot imaging device, and it is intended to be used as an adjunctive tool to aid health care providers in the assessment of burn wound healing potential by differentiating non-healing from healing burned tissue within an image. | | | The DeepView technology consists of patented proprietary multi-spectral optics and sensors that can classify wound tissue physiology and capture the viability of various biomarkers within the skin. | | | | | The imaging technology extracts appropriate clinical data, processes the image and displays a comparison of the original image next to an image with a color overlay of the non-healing portions of the wound. The image acquisition takes 0.2 seconds and the output takes approximately 20 to 25 seconds. | | | | | DeepViews proprietary optics can extract millions of pixels of data or AI model features from each raw image. This information is then used to build and continually improve the AI model, which is trained and tested against a proprietary and clinically validated database of over 340 billion pixels of image data. | | | | | The AI algorithm then seeks to produce an objective, accurate, and immediate binary wound healing assessment. This assessment would be graphically represented to the clinician through a colored overlay of the original image that annotates the portion of the wound that is predicted to be non-healing over a specified period of time 21 days (See Figure 2 below). | | * Figure 2 Illustration of DeepViews binary decision assist output where the colored region marks the predicted non-healing portion of the wound.* The DeepView System is designed to assist clinicians in making accurate, timely, and informed decisions regarding the treatment of the patients wound. DeepView provides physicians with an immediate assessment of a burn wounds healing potential with a binary outcome determination. The DeepView System has (a) shownsuperiority in sensitivity and, (b) with respect to specificity, met the non-inferiority margin when compared to clinician assessment. These findings were corroborated by the AI models cross-validation analysis in identifying non-healing burn regions.These results represent a significant improvement above the diagnostic accuracy of burn physicians when assessing the samepopulation. In addition to ourvalidationstudy, we have conducted three large clinical studies with multiple sites across the UnitedStates, enrollingmore than 400patients,including both adult and pediatric burn patients. 4 See the table below for an analysis of the current DeepView Systems benefits to patient care: | | | Burn | | | Current Time to Decision | | 21Days | | | DeepView Time to Decision | | Day1 | | | DeepView Estimated Cost savings | | ~$24,000perstay | | **** **Key Strengths** **** We believe the following key strengths will help us to maintain and grow our business going forward: **** **Market Leading Technology** **** We have developed proprietary AI algorithms and imaging technology to assist clinicians to make more accurate and efficient treatment decisions in managing patients wounds. This technology is the result of 13years of research and development, thousands ofhours of user feedback, and most importantly, the continual commitment to ensuring that the output from DeepView answers a clinical question that is to meaningful physicians. We own and control the entirety of our data pipeline. We only rely images and data that the DeepView System collects in a controlled clinical environment and do not rely on stock images or databases for our algorithms. All optical technology has been developed in-house and is specifically engineered to collect this imaging data. In September 2025, we were named to TIMEs Worlds Top HealthTech Companies 2025 list. A current image of our cart-based DeepView System appears below in Figure 3. **** **** ** *Figure 3 DeepView System* **** **Unmet Clinical Need** **** The biggest unmet need for clinicians treating burn wounds is the lack of a diagnostic tool that provides an objective wound healing determination on Day One. The current standard of care treatment pathway for these wounds can be generally characterized by a subjective initial assessment from the physician followed by multipleweeks of clinical observation to assess whether or not the wound responded to treatment. Burn wounds are primarily staged by their penetration depth into the skin and involvement of tissues below the skin in severe cases. Burn wounds are diagnosed by expert clinical opinion without the aid of objective diagnostic tools that provide a wound healing prediction. Furthermore, the current methods of diagnosis rely on a wait and see approach that result in prolonged hospital stays and costly delays in the delivery of definitive treatment. Our goal is to eliminate these costly delays between initial screening and the delivery of a definitive treatment using AI algorithms applied to our proprietary multispectral wound images. **** **Significant Market Opportunity** **** **Geography**DeepView has the potential to service a large total addressable market. We estimate that there are over 57,000 sites of clinical care in which the technology could be placed in the UnitedStates and over 20,000 sites across the UK and EU. For all geographies, these sites include both acute inpatient hospitals and outpatient sites of care, which include physician offices. As we expand from the UnitedStates into the UK and EU, we will consider follow-on markets for commercial expansion, including the Middle East, among others. **** 5 **** **Pipeline Applications**Though we are currently focused on the burn application for DeepView, there are other pipeline applications that we are considering for future commercialization. As noted above, we have already received U.S.government funding for the development of our DeepView SnapShot M fully handheld device for use in combat, military and home health care uses. In connection with our BARDA contract, we are working on expanding the usage of the DeepView System to incorporate a wound and burn measurement diagnostic tool for clinicians. We have also explored the technologys potential for the assessment of in-patient soft tissue indications, wound bed preparedness, critical limb ischemia, level of lower limb amputation selection, post-operative perfusion assessment for peripheral interventions, and additional military applications. For all future pipeline applications, we believe that the foundational technology would remain constant, in that we will leverage our data analytics algorithms to improve predictive analyses. With any new application, we would need to conduct one or more clinical studies to collect enough patient data to appropriately support algorithm development for each new application. These new algorithms could easily be uploaded to existing devices in the future. From a U.S. regulatory perspective, we believe that these follow-on applications would all follow a 510(k)clearance process although, in some cases, we may need to follow the De Novo classification or premarket approval pathway if we are not able to identify a predicate, or if use of the device for a new indication is classified as a ClassIII device. **** **Existing and future revenue base from long term U.S.Government ContractsBARDA** **** On September27, 2023, the Company executed a new contract with BARDA, providing the Company with additional funding of up to $150.0million, including an initial award of approximately $54.9million to support the clinical validation and application to the FDA for De Novo status of our DeepView System. This includes the distribution of up to 30 DeepView Systems in various emergency rooms and burn centers to support the clinical validation study. The contract also includes options, similar to our prior BARDA contracts, with an additional total value of approximately $95.1million which can be exercised for additional product development, procurement and the expanded deployment of DeepView Systems at emergency rooms, trauma and burn centers. These deployments will enable the Company to conduct health economic and outcome research to support the broader clinical adoption of the DeepView System. This grant funding is non-dilutive to our stockholders, and we believe it validates the important nature of our mission and technology. **** **Significant Wound Data Repository from Artificial Neural Network** Over 340billion pixels of proprietary image data have been acquired and utilized for the deep learning algorithms training. This presents a significant barrier to entry to would-be competitors in wound care healing assessments. The data collection to clinical output, the flow, quality and control of the data pipeline is managed entirely by us. Our DeepView System uses deep learning on its wound data repository to recognize patterns and correlations of injured tissue spectral signatures to produce reliable and reasonable assessment for clinicians to make accurate and faster treatment decisions. We believe that our strategic partnerships with various leading medical institutions and healthcare providers in the UnitedStates and Europe will enable us to access high quality image data and build the worlds leading wound biopsy tissue database. Our AI algorithms are designed and trained to the clinical ground truth that has been verified and vetted by various U.S.government agencies and leading clinicians in their respective fields. They are currently being reviewed, but have not yet been cleared by FDA. **** **Strategic Partnerships** We have developed strategic partnerships with multiple clinical and academic partners. In the UnitedStates, we are currently engaged with leading research hospitals that are enrolling subjects for our Burn AI training study and are engaged with external consultants to continue to develop our commercialization strategy. In the EU and UK, we have partnered with key opinion leaders to provide us with greater knowledge in the wound care sector. In July 2024, we entered into a memorandum of understanding with PolyNovo, Ltd. to assist in the expansion of our DeepView System throughout Australia by utilizing the Australian Special Access Scheme. As of December 31, 2025, the Company was accepted into the Special Access Scheme with and has delivered devices to three hospitals in Melbourne, Perth and Sydney. Our partnerships with these institutions provide us with the opportunity to collaborate with leading wound care providers to develop effective early stage wound assessment technology. We utilize these strategic partnerships to support the ongoing clinical validation studies we are using to develop our algorithmic model. Each of our clinical study/trials include certain protocol requirements to ensure a uniform testing process for our technology. **** 6 **** **Proven Experienced Management Team** Our board of directors and senior management team have significant experience in the technology and healthcare sectors, with a track record of successful entrepreneurship, operational acumen, strategic relationships and the ability to understand and navigate the complexities of healthcare. Our directors also bring significant expertise from previous public company experience along with financial, governance and technical oversight. **** **Respected Advisory Board** We have established an Advisory Board composed of industry experts and opinion leaders that will raise our profile. Its members provide us with external, industry-specific perspectives and technical support. **** **Competition** To our knowledge, no other predictive wound-healing diagnostic imaging technology is available to clinicians who treat wounds. DeepViews competitive advantage is that it is the only AI-enabled wound imaging technology that translates raw physiological data/images into an output that is directly correlated to predictive wound healing. Several companies have developed wound imaging systems for wounds; however, these systems incorporate technology such as spatial frequency domain imaging, thermal imaging, photographic documentation, hyperspectral imaging, and near-infrared imaging that provide physiologic data to the physician. Ultimately, this physiologic data appears only to provide an indirect linkage to wound healing and does not display a binary result of healing vs. non-healing. Furthermore, the majority of systems in the wound care space are merely documentation tools that record measurements of the wound for health record purposes and still rely upon subjective clinician opinion for treatment decisions. The advent of a novel technology such as the DeepView System not only has the potential to disrupt the therapeutic pathway within the wound care market, but also to create a new diagnostic market for wound care that did not exist previously for clinics and physicians, subject to successful development of the device and FDA marketing authorization. As noted above, although our previous DeepView Systems received 510(k) clearance, and we have received FDA Breakthrough Device Designation clearance for our DeepView System, there can be no assurance that we will be able to obtain market authorization in the US, UK or EU, especially as the Company seeks a De Novo clearance with the FDA. **** **Commercialization and Revenue Strategy** We intend to pursue the complete development of our DeepView System and, if commercialization authorization is obtained from the FDA, to commercialize it on our own, or potentially with a partner, in the UnitedStates and other regions including the UK and Australia. We intend to continue to expand our sales and marketing teams and to hire appropriate additional staffing to build the necessary infrastructure and capabilities over time for the UnitedStates, and abroad. Our sales efforts will begin in the regions where our devices are currently being used and in concert with the terms of our existing BARDA contract. We expect to continue to expand our sales and marketing teams as we expand our commercialization efforts in the near future. **** **UnitedStates** Subject to our receipt of the necessary regulatory marketing authorization, we intend to market our DeepView System using internal and third-party resources to inpatient and outpatient sites of care throughout the UnitedStates. As noted above, subject to our receipt of the necessary regulatory marketing authorization, our business is expected to have two revenue streams, a SaaS (software as a service) model component predicated on utilizing the regulatory method, SaMD (software as a medical device), and an imaging device component. The SaaS component will feature a software licensing fee that includes maintenance, image hosting, and access to algorithm updates. The capital sale component will be competitively priced for acceptance into independent practices and clinics. 7 Given our receipt of the UKCA mark for our burn indication, commercial sales are expected to commence in 2026 for the burn indication in the UK. In the United States, the Company will continue to perform under its new BARDA contract with respect to the burn indication and will receive significant governmental funding prior to the expected receipt of FDA clearance of the DeepView System in the first half of 2026. **** **Reimbursement** We expect to utilize our post-market clinical evidence and health economic impact analysis to submit to NHS for reimbursement for its Burn indication in the United Kingdom. Upon more market penetration, we will apply for NICE certification. In the UnitedStates, we expect the DeepView System will be used in both inpatient and outpatient sites of service. The process of reimbursement varies greatly between the two. The DeepView burn indication will be used both in EDs and Burn Centers. As clinical evidence is developed and utilization increases over the next several years, we plan to apply for CPT codes. **** **Adoption** We view our DeepView technology as disruptive by nature and there will be those who will be slow to adopt it. This emphasizes the importance of having the right strategic partnerships, institutions, and physician key opinion leaders as early adopters. We plan to engage in relationships that can act as key opinion leaders to share their experience on why they adopted the DeepView technology. The adoption will be supported by a team of field clinical educators and digital marketing campaigns. **** **Manufacturing Arrangements** We currently outsource all our manufacturing to a contract manufacturer. Cobalt Product Solutions (Cobalt), located in Plano, Texas, is involved with manufacturing the current generation DeepView System and we anticipate that they will continue to do so for the foreseeable future. In addition to Cobalt, we partner with several other highly specialized contract manufacturers in the areas of optics, technology design, and electronics. We employ experienced regulatory and quality control personnel to ensure that our manufacturing processes and quality management systems comply with FDA and EU regulations and standards. As we expand into the European market, we will most likely consider manufacturing devices in the EU in preparation for commercialization. We do not have any plans to develop our own manufacturing facility currently. **Intellectual Property** We strive to protect and enhance the proprietary technologies that we believe are important to our business by seeking patents to cover our technology. We also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. Our technology is protected with issued and/or allowed patents across nine families of active patents: | | | Burn/Wound Classification on MSI and photoplethysmography (PPG); | | | | | Tissue classification on MSI and PPG; | | | | | Amputation site analysis on MSI, ML and healthcare matrix; | | | | | Diabetic foot ulcer (DFU) healing potential prediction and wound assessment on MSI, ML and healthcare matrix; | | | | | High-precision, multi-aperture, MSI snapshot imaging; | | | | | Wound assessment based on MSI; | | | | | Burn/histology assessment based on MSI and ML; | | 8 | | | High-precision, single-aperture MSI snapshot imaging; and | | | | | Topological characterization and assessment of tissues using MSI and ML | | As of December 31, 2025 we had 13 issued and allowed U.S.patents with 5 U.S.patent applications pending. We have 21 issued and allowed international patents with 23 foreign and international patent applications pending. In addition, we support the development of our brand and product offerings through trademark protection at the UnitedStates Patent and Trademark Office. As of December 31, 2025, we maintain a portfolio of 47 trademarks and 11 trademark applications pending relating to our DeepView System product offerings. Our trademarks and pending trademark applications are spread over nine jurisdictions mostly in the UK the EU and China.It is our intention to maintain these registrations indefinitely and to expand the number of jurisdictions in which we have registered trademarks as deemed necessary to protect our freedom to use the marks and/or block competitors in additional markets. We will continue to look to protect our intellectual property in the UnitedStates, UK and the EU as those are the first commercial markets for our products and rely on third party experts to assist in doing this. **** **Facilities** Our corporate headquarters is located in Dallas, Texas, where we occupy approximately 11,000 square feet of space under a lease agreement. In April 2024, the Company executed an extension of its existing lease agreement for our corporate headquarters which expires on February 29, 2028. **** **Human Capital Resources and Employees** We employ a growing and highly skilled employee base, including our sales force, and promote a culture of innovation to continuously iterate and enhance our products, systems and commercial footprint. Our human capital objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. We continued to expand our workforce in 2024 as we continue to build a focused and highly-skilled team. At December 31, 2025 had 65 full-time employees in the UnitedStates and UK. In 2026, we anticipate new hires will be made in all areas, in particular in operations, sales, marketing, and government contracts. This will further enable us to meet our commercialization, marketing, technology, IP, clinical and regulatory goals in 2026 and beyond. We have designed and implemented our cash and stock compensation programs to attract, motivate, and retain our employees. We regularly review our compensation structure to ensure that we remain competitive, reward top performance, and ensure internal equity, while maintaining proper fiscal governance. Our compensation packages are designed based on market benchmarks. We offer robust benefits package including health (medical, dental and vision) insurance, paid time off, paid parental leave, a retirement plan and life and disability coverage. **Available Information** Our internet address is www.spectral-ai.com. Our website and the information contained therein or linked thereto are not part of this Annual Report. We make available free of charge through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish them to the SEC. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SECs website at www.sec.gov. **Item 1.A. Risk Factors.** ** *Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under Cautionary NoteRegarding Forward-Looking Statements, you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of the Company and notes to the financial statements included herein.* **** 9 **** **Risks Related to Our Financial Condition and Capital Requirements** **** **We have incurred significant losses since inception and may not be able to achieve significant revenues or profitability.** We have incurred substantial net losses since our inception. For theyear ended December 31, 2025 and the year ended December31, 2024, on a consolidated basis, we incurred a net loss of $7.5million and $15.1million, respectively, and on a consolidated basis our cash balance at December 31, 2025 was $15.4million. We had an accumulated deficit of approximately $55.8million as of December 31, 2025. Our losses have resulted primarily from costs incurred in connection with our design, manufacturing and development activities, research and development activities, building our commercial infrastructure, legal, and general and administrative expenses associated with our operations. On September27, 2023, the Company executed a new contract with BARDA, providing the Company with additional funding of up to $150.0million, including an initial award of approximately $54.9million to support the clinical validation and FDA clearance of our DeepView System. The Company will utilize its existing cash balance and the initial award from BARDA for its near-term liquidity and operating needs. The Company believes that it has sufficient cash and revenue from its BARDA contract to support its operations until it is able to obtain equity or debt investments on terms acceptable to the Company to meet its expected operating cash-flow needs for its burn and other indication research and development. We do not know whether or when we will become profitable. Our ability to generate revenue and achieve profitability will depend upon our ability, alone or with others, to complete the development of our DeepView System, including receipt of the necessary regulatory clearances, approvals, or classifications and thereafter to successfully commercialize our DeepView System. We may be unable to achieve these goals. We may also encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently experienced by medical device companies in rapidly evolving fields. In addition, the Companys ability to develop its DeepView System for multiple indications requires research and development costs that may exceed the Companys current cash balance. The Company may need to seek additional equity or debt investments to meet its projected operating costs for the timely development of the DeepView System. To the extent additional capital is necessary, there are no assurances that we will be able to raise additional capital on favorable terms or at all, and therefore we may not be able to execute our business plan. In addition, as a U.S.public company, we incur significant legal, accounting and other expenses. Accordingly, we expect to continue to incur significant operating losses for the foreseeable future and we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability. Our failure to achieve and sustain profitability in the future will make it more difficult to finance the capital requirements needed to operate our business and accomplish our strategic objectives, which would have a material adverse effect on our business, financial condition and results of operations, and cause the market price of our common stock to decline. **** **We are devoting a significant portion of our efforts towards research and development of our DeepView System.** Our business, prospects, results of operations and financial condition depend upon our ability, alone or with others, to complete the development of our DeepView System, including receipt of the necessary regulatory clearances, approvals, or classifications and thereafter to successfully commercialize our DeepView System. In addition, though we are currently focused on the burn application for DeepView, there are other pipeline applications that we are considering for future commercialization. However, we may be unable to achieve these goals. Approval or clearance from the FDA and comparable regulatory bodies may never be obtained. We also may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently experienced by medical device companies in rapidly evolving fields. Our failure to receive the necessary approvals and clearances and to successfully commercialize our DeepView System would have a material adverse effect on our business, prospects, results of operations and financial condition. 10 Further, our business plan and pipeline depend on, and, as further described below, funding under many of our existing contracts depend on, and future contracts may also depend on, our ability to meet certain milestones or achieve certain timelines with our applications and indications. Our ability to achieve these depends on numerous factors, including the factors described in this *Risk Factors* section, many of which may not be within our control. Our inability to achieve our milestones and timelines could have a material adverse impact on our business, prospects, results of operations and financial condition. **** **We depend on government funding, which if lost or reduced, could have a material adverse effect on our research and development activities and our ability to commercialize our DeepView technology. Our largest contract is with BARDA and is the largest single source of revenue for us. Our BARDA contract is not guaranteed to be extended.** We have not made any commercial sales of our DeepView System. We receive almost all of our revenue from fees and costs payable by BARDA, and to a lesser extent the Defense Health Agency (DHA) of the UnitedStates Department of Defense. We currently have agreements with each of BARDA and the DHA to support continued development of the next generation of our DeepView technology. While we believe we have very good working relationships with BARDA and DHA, the loss of one or both of our contracts with BARDA and DHA would have an adverse impact on our business, prospects, results of operations and financial condition. While we expect diversification of customers in futureyears, assuming we are able to obtain the necessary regulatory clearances, approvals, De Novo classifications, or certifications (each of which cannot be guaranteed and may take longer than planned) to commercialize our product, for the time being we are substantially dependent on funding from BARDA and DHA. Our BARDA contract is the largest single source of revenue for us. On September27, 2023, the Company executed a new contract with BARDA, providing the Company with additional funding of up to $150.0million, including an initial award of approximately $54.9million to support the clinical validation and FDA clearance of our DeepView System, in place of the prior contract Option 2 award which was approximately $21.9million. The contract also includes options, similar to our prior BARDA contracts, with an additional total value of approximately $95.1million which can be exercised for additional product development, procurement and the expanded deployment of DeepView Systems at emergency rooms, trauma and burn centers. While we currently have no reason to believe that we will fail to achieve these contract milestones and decision gates or that these further options will not be exercised, and while the BARDA contract has been renewed or extended historically, there is no guarantee that the BARDA contract will be renewed or extended in the future, and there are no assurances that we will achieve the contract milestones and decision gates on a timely basis, or at all. As the BARDA contract is significant to us and is our largest single source of revenue, a decision by BARDA not to exercise further options would have a material adverse impact on our business, prospects, results of operations and financial condition. Under the terms of the BARDA contract, the U.S.government has the right to terminate the contract for convenience or to terminate for default if we fail to meet our obligations as set forth in the contract. While the government has a right to terminate the BARDA contract for convenience, we believe that the government generally does not terminate funding awards unless there is reason, such as the funding contract becomes too costly, the agency seeks to avoid a dispute with another branch of government, or the agency decides to restructure its contractual arrangements and perform work in-house. We believe it is unlikely that BARDA will terminate its contract with us. However, there can be no guarantee that the BARDA contract will not be terminated. If BARDA were to terminate its contract with us, we may be entitled to settlement costs for payment for work already performed, but not yet paid, including costs incurred in anticipation of performance, and costs arising from termination and settling the termination, for example. However, as the BARDA contract is critical to our business at this time, non-extension or termination of the BARDA contract would have a material adverse impact on our business, prospects, results of operations and financial condition. We receive funding from a contract by the DHA within the U.S. Department of Defense, which enables us to research and develop a fully portable, handheld version of our DeepView System and has been extended through the second quarter of 2026. We were previously awarded a $1.1million, Sequential PhaseII STTR contract by the DHA within the U.S.Department of Defense, which is paid to us monthly, as well as a STTR PhaseI and initial PhaseII contract from the DHA. 11 Though the Company has no reason to believe that it will not be offered a PhaseIII contract, and while DHA contracts have been renewed or extended historically, there is no guarantee that the contract will be extended after the current period or that we will be offered a PhaseIII contract. As this contract is a key contract for the Company, non-extension of the contract, or a failure to enter into a new contract, could have a material adverse impact on the Companys business, prospects, results of operations and financial condition. Under the terms of the DHA contract, the U.S.government has the right to terminate the contract for convenience or to terminate for default if we fail to meet our obligations as set forth in the contract. We also are party to a Research Project Award agreement with the Advanced Technology International as Consortium Manager for MTEC.This agreement extends the DHA PhaseII contract for the development of the handheld device of the DeepView System. Under the terms of this agreement, MTEC will pay us a firm fixed fee based upon our achievement of certain milestones (such as development of the image technology in the handheld device, validation of the design and development of a handheld device from the current cart-based system, completion of verification testing builds, and development of commercialization plan). In December 2025, the MTEC contract was extended to run through June 2026. However, there are no assurances that we will achieve the contract milestones on a timely basis, or at all. Failure to receive the fee under the contract could have a material adverse impact on the Companys business, prospects, results of operations and financial condition. **** **We may need additional funding to finance our planned operations, and may not be able to raise capital when needed, which could force us to delay clinical trials necessary to market our products or delay establishment of sales and marketing capabilities or other activities necessary to commercialize our products.** On March 24, 2025, the Company completed an equity financing and entered into a long-term debt financing agreement with Avenue Venture Opportunities Fund II, L.P., a fund of Avenue Capital Group (the Avenue Financing), with an initial draw-down of $8.5million. The term of the Avenue Financing is for three years, with an interest-only payment period of no less than 15 months, which can be extended to 24 months upon achieving the milestones for the second financing tranche. The second financing tranche, which includes an additional $6.5million in debt financing from Avenue Capital Group is contingent upon; (i) FDA clearance of the DeepView System and (ii) the Company completing a $7.0million equity raise. The borrowings under the Avenue Financing accrue interest at a variable amount per annum equal to the greater of (i) the sum of (A) the Prime Rate plus (B)5.25%, and (ii)12.75%, and they mature onMarch 1, 2028(the Maturity Date). In addition, on the Maturity Date a final payment of $0.8million is due to Avenue Capital Group and is accrued as debt as of September 30, 2025. The Avenue Financing is described more in depth below. Based on our current operating plan, we believe that our cash and cash equivalents, together with the remaining funding available to us under the BARDA contract, the MTEC Agreement, the Avenue Financing, the Yorkville SEPA and other financings completed by the Company will be sufficient to meet our capital requirements and fund our operations through at least the next 12months from the release date of the consolidated financial statements included in this annual report. However, we have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to raise capital sooner or in greater amounts than currently expected because of circumstances beyond our control. We may require additional capital in the future to fund our operating expenses and to further our product development efforts, including seeking the necessary regulatory clearances, approvals, De Novo classifications, or certifications (each which cannot be guaranteed and may take longer than planned) for our DeepView System and growing our sales and marketing organization. To the extent additional capital is necessary, there are no assurances that we will be able to raise additional capital on favorable terms or at all, and therefore we may not be able to execute our business plan. Our future funding requirements will depend on many factors, including: | | | the cost of our research and development activities; | | | | | the scope, rate of progress and cost of our clinical studies; | | 12 | | | the cost and timing of additional regulatory clearances, approvals, De Novo classifications, or certifications; | | | | | the degree and rate of market acceptance of our DeepView System, assuming we receive the necessary regulatory clearances, approvals, De Novo classifications, or certifications (each of which cannot be guaranteed and may take longer than planned); | | | | | the scope and timing of investment in our sales force and expansion of our commercial organization; | | | | | the costs associated with manufacturing our DeepView System at increased production levels; | | | | | the terms and timing of any collaborative, licensing and other arrangements that we may establish; | | | | | the costs associated with any product recall that may occur; | | | | | the costs of attaining, defending and enforcing our intellectual property rights; | | | | | the emergence of competing new products or technologies or other adverse market developments; and | | | | | the impact on our business from any pandemic, epidemic or outbreak of an infectious disease. | | We may seek to raise additional capital through equity offerings or debt financings and such additional financing may not be available to us on acceptable terms, or at all. In addition, any additional equity or debt financing that we raise may contain terms that are not favorable to us or our stockholders. For example, if we raise funds by issuing equity or equity-linked securities, the issuance of such securities could result in dilution to our stockholders. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline, and the price per share at which we sell additional shares of our common stock, or securities convertible into or exercisable or exchangeable for shares of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. In addition, the terms of debt securities issued or borrowings could impose significant restrictions on our operations including restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to pay dividends, limitations on our ability to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business. In the event that we enter into collaborations or licensing arrangements to raise capital, we may be required to accept unfavorable terms, such as relinquishment or licensing of certain rights related to our products or technologies that we otherwise would seek to develop or commercialize ourselves. In addition, we may be forced to work with a partner, which could lower the economic value of our programs to us. **** If we are unable to obtain adequate financing on terms satisfactory to us when we require it, we may be required to terminate or delay the development of our DeepView technology or any future products, delay clinical trials necessary to market our products, or delay establishment of sales and marketing capabilities or other activities necessary to commercialize our products. If this were to occur, our ability to grow and support our business and to respond to market challenges could be significantly limited, which could have a material adverse effect on our business, financial condition and results of operations. **** **Risks Related to Product Development and Regulatory Review** **** **The regulatory review process is expensive, time-consuming, and uncertain and we may be unable to obtain clearance, approval, De Novo classification, or certification for our DeepView technology.** The research, design, testing, manufacturing, labeling, selling, marketing and distribution of medical devices are subject to extensive regulation by country-specific regulatory authorities, which regulations differ from country to country. 13 There is no guarantee that our DeepView System or any future products will receive the requisite market authorization, approval, or De Novo classification for clinical testing, manufacturing, or marketing. While preliminary results have been encouraging and indicative of the potential performance of our DeepView System, data already obtained, or obtained in the future, from clinical studies do not necessarily predict the results that will be obtained from later clinical studies. We will be required to incur significant costs in obtaining market authorization, or De Novo classifications for our DeepView System. In the UnitedStates, before we can market a new medical device, or a new use of, new claim for or significant modification to an existing product, we must first receive 510(k)clearance, approval of apre-marketapproval application (PMA) or be granted De Novo classification pursuant to the Federal Food, Drug, and Cosmetic Act (the FDCA), unless an exemption applies. Oftentimes the length of the time and expense are prohibitively long and high, respectively, and it may be impractical or impossible to pursue the PMA regulatory route should our De Novo request be denied. In order to sell our device in member states of the European Union (EU), the device must also comply with the general safety and performance requirements of the EU Medical Devices Regulation (Regulation (EU) No 2017/745). Compliance with these requirements is a prerequisite to be able to affix the CE mark to our device, without which it cannot be sold or marketed in the EU.All medical devices placed on the market in the EU must meet the general safety and performance requirements laid down in AnnexI to the EU Medical Devices Regulation including the requirement that a medical device must be designed and manufactured in such a way that, during normal conditions of use, it is suitable for its intended purpose. Medical devices must be safe and effective and must not compromise the clinical condition or safety of patients, or the safety and health of users andwhere applicableother persons; *provided* that any risks which may be associated with their use constitute acceptable risks when weighed against the benefits to the patient and are compatible with a high level of protection of health and safety, taking into account the generally acknowledged state of the art. In the United Kingdom (UK), post-Brexit, medical devices are regulated under the Medical Devices Regulations 2002 (MDR 2002), which implement the three EU Medical Devices Directives into UK law. The UK decided it would not give effect to the EU Medical Devices Regulation. Instead, the UK government and the Medical Devices and Healthcare Regulatory Authority (MHRA) are currently considering amending the UK MDR. The device must comply with the MDR 2022 and any future UK MDR amendment in order to be sold of marketed in the UK. Furthermore, market authorization, approval, De Novo classification, or certification by any regulatory authority does not ensure marketing authorization or similar registration, clearance, approval, or certification by regulatory authorities in other countries. However, failure to obtain or delay in obtaining authorization, registration, clearance, approval, or certification in one or more regulatory jurisdictions may have a negative effect on the regulatory process in others. **** **We may experience significant delays in completing clinical trials, which could prevent or significantly delay our targeted product launch timeframe and impair our viability and business plan.** The completion of any clinical trials of our DeepView System, or other studies that we may be required to undertake in the future, could be delayed, suspended or terminated for several reasons, including: | | | we may fail to or be unable to conduct the clinical trials in accordance with regulatory requirements; | | | | | selection and onboarding of clinical sites or a Contract Research Organization (CRO) may take longer than anticipated; | | | | | sites participating in a clinical trial may drop out of the trial, which may require us to engage new sites for an expansion of the number of sites that are permitted to be involved in the trial; | | | | | patients may not enroll in, remain in or complete, clinical trials at the rates we expect; | | 14 | | | adverse events or unexpected developments may occur that affect the patients safety; | | | | | supply issues may prevent us from continuing to use our investigational devices in clinical evaluations; and | | | | | clinical investigators may not perform our clinical trials on our anticipated schedule or consistent with the clinical trial protocol and good clinical practices. | | In addition, the FDA, applicable foreign regulatory entities or notified body can delay, limit or deny clearance, approval, De Novo classification, with regards to the US, or certification of a device for many reasons, including: | | | our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our products are (i) substantially equivalent, in the case of a 510(k)clearance, (ii) safe or effective for their intended uses, in the case of a PMA, or (iii) that general controls alone or general and special controls together provide reasonable assurance of safety and effectiveness for the intended use, in the case of De Novo classification; | | | | | the disagreement of the FDA or the applicable foreign regulatory body with the design or implementation of our clinical trials (including, for purposes of the EU, clinical investigations) or the interpretation of data from pre-clinical studies or clinical trials, as applicable and to the extent required to support marketing authorization or certification; | | | | | our inability to demonstrate that the clinical and other benefits of the device outweigh the risks; | | | | | the manufacturing process or facilities we use may not meet applicable requirements; | | | | | unanticipated discovery of issues that relate to safety or effectiveness of the device during or after the regulatory review process; and | | | | | the potential for policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data, as applicable, and/or regulatory filings insufficient for market authorization, De Novo classification, or certification. | | If our clinical trials are delayed, it will take us longer to ultimately launch our DeepView System in the market and generate revenues. Moreover, our development costs will increase if we have material delays in our clinical trials or if we need to perform more or larger clinical trials than planned. **** **If the third parties on which we rely to conduct our clinical trials, to assist us with pre-clinical development or to prepare our regulatory submissions do not perform as contractually required or expected, we may not be able to obtain market authorization, De Novo classification, certification or other required regulatory authorizations or certifications to commercialize our products.** We do not have the ability to independently conduct all of our pre-clinical and clinical trials for our DeepView System and to prepare the associated regulatory submissions without the participation of third-party research hospitals, burn and wound centers. We must rely on third parties such as CROs, medical institutions and clinical investigators to conduct such trials. If these third parties do not successfully carry-out their contractual duties or comply with regulatory obligations, including compliance with Good Clinical Practice (GCP) requirements or meet expected deadlines, if these third parties need to be replaced, if the quality or accuracy of the data they obtain is compromised due to a failure to adhere to our clinical protocols or regulatory requirements or for other reasons, or if the prepared regulatory submission does not meet the regulatory agencies expectations or requirements, our pre-clinical development activities or clinical trials may be extended, delayed, suspended or terminated. Furthermore, our third-party clinical trial investigators may be delayed in conducting our clinical trials for reasons outside of their control, including any pandemic, epidemic or outbreak of an infectious disease. In the event of such extensions, delays, suspensions or terminations, we may not be able to obtain market authorization, De Novo classification, certification or other required regulatory authorizations or certifications for, or successfully commercialize, our DeepView System on a timely basis, if at all, and our business, financial condition and results of operations may be adversely affected. **** 15 **** **New legislation and regulations and legislative and regulatory reforms may make it more difficult and costly for us to obtain regulatory clearance, approval, De Novo classification, or certification of our DeepView System, or to manufacture, market and distribute our device after clearance, approval, or classification is obtained.** From time to time, legislation is drafted and introduced in the legislative bodies of the countries in which we intend to sell our DeepView System, assuming we receive the necessary market authorization. In addition, regulations and guidance are often revised or reinterpreted by the applicable competent authority in ways that may significantly affect our business and our products. For example, it is unclear the extent to which any proposals, if adopted, could impose additional regulatory requirements on us that could delay our ability to obtain new 510(k)clearances, increase the costs of compliance, or restrict our ability to maintain our current clearances, or otherwise create competition that may negatively affect our business. The FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business. Any new statutes or regulations or revisions or reinterpretations of existing statutes or regulations may impose additional costs or lengthen review times or make it more difficult to obtain market authorization for our DeepView System. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business. Such changes could, among other things, require: additional testing prior to obtaining marketing authorization; changes to manufacturing methods; recall, replacement or discontinuance of our products; or additional record keeping. The FDAs and other regulatory authorities policies may change and additional government regulations may be promulgated that could prevent, limit or delay regulatory clearance, approval, or De Novo classification of our DeepView System. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the UnitedStates or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing clearance, approval, or De Novo classification that we may have obtained and we may not achieve or sustain profitability. In addition, the landscape concerning medical devices in the EU has evolved in recentyears. In the United Kingdom (UK), post-Brexit, medical devices are regulated under the Medical Devices Regulations 2002 (MDR 2002), which implement the three EU Medical Devices Directives into UK law. The UK decided it would not give effect to the EU Medical Devices Regulation. Instead, the UK government and the Medical Devices and Healthcare Regulatory Authority (MHRA) are currently considering amending the UK MDR.This new regulatory framework for medical devices in the UK is expected to become applicable as from July2024. It is not clear to what extent the future UK regulatory framework will align with the EU Medical Devices Regulation, which may lead to duplicative or divergent requirements. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of future products or limit our ability to sell to clinicians. It is impossible to predict whether legislative changes will be enacted or if regulations, guidance or interpretations will change and what the impact of such changes, if any, may be. **** **Disruptions at the FDA and foreign regulatory agencies caused by funding shortages or global health concerns could hinder their ability to hire and retain key leadership and other personnel or otherwise prevent new products and services from being developed or commercialized in a timely manner, which could negatively impact our business.** The ability of the FDA, foreign regulatory agencies and the notified body, to review and clear, approve, certify, or grant De Novo classifications for new products can be affected by a variety of factors, including government budget, funding shortages, political climate and funding levels, government shutdowns, ability to hire and retain key personnel and accept the payment of user fees and statutory, regulatory and policy changes. Average review times at these organizations have fluctuated in recentyears as a result. In addition, government funding of other government agencies that oversee clearances and approvals and that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. 16 Disruptions at these agencies and bodies may slow the time necessary for new devices to be reviewed and/or cleared, approved or certified, which would adversely affect our business. For example, over the last severalyears, the U.S.government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA employees and stop critical activities. It is possible that new COVID-19 variants or a new public health emergency will emerge in the future, further interrupting and affecting the agencys ability to carry out inspections in a timely manner. In such cases, regulatory authorities and certification bodies outside the UnitedStates may adopt similar restrictions, inspection priorities, or other policy measures in response to the COVID-19 or any other public health emergency or revert to relying on remote interactive evaluations, record requests or information from trusted regulatory partners if on-site inspections are not feasible. In addition, the FDA reallocated its personnel and resources during the COVID-19 pandemic, including for reviewing applications for emergency use authorizations for certain medical devices that may be helpful in responding to the pandemic. If a prolonged government shutdown occurs in the future, or if future global health concerns prevent the FDA, and other foreign regulatory authorities and certification bodies from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA, and other regulatory authorities and certification bodies to timely review and process our regulatory submissions, which could have a material adverse effect on our business. For instance, in the EU, notified bodies must be officially designated to certify products and services in accordance with the EU Medical Devices Regulation. While several notified bodies have been designated, the COVID-19 pandemic significantly slowed down their designation process and the current designated notified bodies are facing a large amount of requests with the new regulation, resulting in longer notified body review times. This situation could impact our ability to grow our business in the EU and EEA. **** **Risks Related to Ongoing Government Regulation** **** **Even if we receive market authorization, or even if the FDA grants our De Novo classification request, we will continue to be subject to extensive ongoing regulation. If we fail to maintain necessary clearances, approvals, classifications, or certifications from the FDA, other applicable foreign regulatory authorities and notified bodies; or if there are state, federal or international level regulatory changes, our commercial operations could be harmed.** If the FDA grants our market authorization or grants the De Novo classification for our DeepView technology, our technology will be subject to extensive ongoing regulation in the UnitedStates by the FDA and by corresponding state regulatory agencies and authorities. It will also be subject to extensive regulation by EU institutions as well as EU member states regulatory authorities and notified bodies and the regulatory bodies of any other countries in which we receive the necessary regulatory approvals. These regulations pertain to the design, development, evaluation, manufacturing, testing, labeling, marketing, sale, advertising, promotion, distribution, shipping and servicing of products. These entities regulate and oversee record-keeping procedures, safety alerts, recalls, market withdrawals, removals and field corrective actions, post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to reoccur, could lead to death or serious injury, and product import and export. The regulations to which we will be subject are complex and have become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. Such regulations, and interpretations thereof, may limit our ability to market or prevent us from marketing our products. Further, the FDA, foreign regulatory agencies and U.S.state agencies have broad enforcement powers, and our failure to comply with state, federal and international regulations could lead to enforcement actions such as warning letters or untitled letters; the imposition of injunctions, suspensions or loss of regulatory clearance or approvals; product recalls; safety alerts; termination of distribution; product seizures; consent decrees; civil penalties; or import detentions, import refusals, or import alerts. In the most extreme cases, criminal sanctions, administrative sanctions (e.g., seizure), injunctions, or closure of our manufacturing facilities are possible. Even after clearance, approval, or De Novo classification, under the FDCA and FDA regulations, the scope of marketing claims we can make about cleared or approved devices, or devices that were granted De Novo classification is limited to the indications that were previously reviewed and permitted by the FDA.Other countries also have similar laws and regulations restricting marketing to such indications. If a regulatory agency determines that any of our marketing claims exceed the scope of permitted indications in a particular country, we may be subject to enforcement action and/or we may be required to cease making the challenged marketing claims, issue corrective communications, pay fines or stop selling products until the incorrect claims have been corrected. 17 Sales of our DeepView System outside the UnitedStates, if approved, will be subject to foreign regulatory requirements that vary widely from country to country, and such regulatory requirements have been changing and increasing in some countries. Complying with international regulatory requirements can be an expensive and time-consuming process. We may be unable to obtain or maintain regulatory clearances, approvals, De Novo classifications, or certifications in these countries. We may incur significant costs in attempting to obtain, renew, or modify foreign regulatory clearances or approvals, De Novo classifications, or certifications. If we experience difficulties in receiving, maintaining, renewing or modifying necessary clearances, approvals, De Novo classifications, or certifications to market our products outside the UnitedStates, or if we fail to receive, renew, modify or maintain those clearances, approvals, De Novo classifications, or certifications, we may be unable to market our products or enhancements in certain international markets effectively, or at all. **** **The DeepView System requires a De Novo classification.** In the UnitedStates, since the DeepView System utilizes a novel approach to wound healing prediction that has not been previously classified by the FDA and it is not substantially equivalent to any existing device on the market, it requires a De Novo classification. If we wish to market modified versions of DeepView System, we will need to make this determination before doing so and document our conclusion regarding the necessity of further regulatory review. The FDA may review such determinations and may not agree with our decisions regarding whether new 510(k), PMA, or De Novo classifications are necessary. If we are found to be marketing our products for off-label uses or indications for use that have not received the requisite clearances, approvals, De Novo classifications, or certifications, we might become subject to FDA and other competent authorities enforcement action or have other resulting liability. In addition, if the FDA or the competent authorities in the EU member states and EEA countries determine that our promotional materials or training constitute promotion of a use which is unapproved, not cleared, not covered by the De Novo classification order, not covered by a CE mark, or not in compliance with other regulatory authorities requirements, they could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, an injunction, product seizures, consent decrees, civil fines, criminal penalties, import detention, import refusals, or import alerts. **** **If our DeepView System is found to cause or contribute to adverse medical events, this could interrupt, delay, or prevent its continued development, or negatively affect the market authorization, De Novo classification, or certification. We may be required to report them to the FDA or comparable regulatory authority, and if we fail to do so, we could be subject to sanctions that could harm our reputation, business, financial condition and results of operations, and become subject to further administrative and regulatory enforcement actions. The discovery of serious safety issues with our DeepView System, or a recall of our device either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on us.** If our DeepView System is approved for commercialization, we will be subject to the FDAs medical device reporting regulations and similar foreign regulations, which require us to report to the FDA or comparable regulatory authorities when we receive or become aware of information that reasonably suggests that one or more of our products may have caused or contributed to a death or serious injury or malfunctioned in a way that, if the malfunction were to recur, it could cause or contribute to a death or serious injury. For investigational devices in clinical evaluation, investigators are required to submit a report of an unanticipated adverse device effect (UADE) to the sponsor within 10 workingdays after becoming aware of the UADE.We, as the sponsor, must evaluate the UADE and report the result of the investigation to FDA, institutional review boards, and all participating investigators within 10 workingdays of receiving the notice of the UADE.In certain cases, we may be required to terminate the clinical investigation. The timing of our obligation to report is triggered by the date when we receive the notice or when we otherwise become aware of the event, as well as the nature of the event. We may fail to report within the prescribed timeframe events of which we become aware. The investigator in the clinical evaluation may not be aware of the reporting or notification requirements or may otherwise fail to report a UADE.We may also fail to recognize that a reportable event has occurred, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of the product. If we fail to comply with our reporting obligations, the FDA or comparable regulatory authorities could act, including warning letters, untitled letters, administrative actions, criminal prosecution, imposition of civil monetary penalties, delay or termination of clinical investigations, revocation of our marketing authorizations, seizure of our products or delay in obtaining marketing authorizations or certifications for our product candidates. 18 The FDA and in certain cases, equivalent foreign regulatory bodies, have the authority to require the recall of products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDAs authority to require a recall must be based on a finding that there is reasonable probability that the device could cause serious injury or death. We may also choose to voluntarily recall a product if we determine that such reasonable probability exists, or otherwise, if any material deficiency is found. Such recalls, whether government-mandated or voluntary, could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or design deficiencies, packaging defects, or other deficiencies or failures to comply with applicable regulations. In addition, for investigational devices in development, non-compliance with the above or related requirements may have a negative effect on our application process, and the FDA or other foreign regulatory bodies may delay or refuse to clear, approve, issue the De Novo classification request, or issue a certification for our device. Depending on the corrective action we take to redress a products deficiencies or defects, the FDA or foreign regulatory authorities or bodies may require, or we may decide, that we need to obtain new clearances, approvals, De Novo classifications, or certifications for the device before we may market or distribute the corrected device. Seeking such clearances, approvals, De Novo classifications, or certifications may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDA or foreign regulatory bodies warning letters, product seizures, injunctions, administrative penalties or civil or criminal fines. **** **Quality problems and product liability claims could lead to recalls or safety alerts, reputational harm, adverse verdicts or costly settlements, and could have a material adverse effect on our business, results of operations, financial condition, and cash flows.** Quality is extremely important to us and our customers due to the impact on patients, and the serious and potentially costly consequences of product failure. Our business exposes us to potential product liability risks that are inherent in the design, manufacture, and marketing of medical devices. Once commercialized, many of our products will be used in settings with seriously ill patients where the devices failure may cause serious adverse effects on the patients. Component failures, manufacturing non-conformances, design defects, off-label or unapproved use, insufficient training of healthcare professionals, or inadequate disclosure of product-related risks or product-related information with respect to our products, if they were to occur, could result in an unsafe condition or injury to a patient. These problems could lead to recall of, or issuance of a safety alert relating to, our products, and could result in product liability claims and lawsuits, including class actions. If such problems occur during clinical investigations, FDA or other foreign regulatory agencies may refuse to grant market authorization or a De Novo classification request, or issue certifications for our products. In addition, negative publicity resulting from such problems may negatively affect or seriously hinder the sales of our products even after market authorization, De Novo classification, or certification. Any of the foregoing problems, including future product liability claims or recalls, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business, results of operations, financial condition and cash flows. **** **The FDA and other regulatory enforcement agencies actively enforce the laws and regulations prohibiting the promotion of off-label or unapproved uses. If we are found to have improperly promoted off-label or unapproved uses, we may become subject to significant liability.** If we decide to market any of our products, our marketing practices must stay within the scope of the permitted claims under the market authorization or De Novo classification order that we may receive in the future. The FDA and other regulatory enforcement agencies strictly regulate the promotional claims that may be made about medical devices. While we cannot restrict or dictate the healthcare professionals use of our devices, we cannot market for any off-label uses, or any uses that FDA has not reviewed and permitted. The use of the DeepView System for indications other than those for which FDA cleared, approved, or granted De Novo classification requests, or otherwise were certified by a notified body or foreign regulatory enforcement authority, may not effectively diagnose conditions not referenced in product indications, which could harm our reputation in the marketplace among clinicians. If we are found to have promoted such off-label uses or unapproved uses, we may become subject to significant government fines and other related liability. For example, if the FDA or any foreign regulatory body determines that our promotional materials or training constitute promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance or imposition of an untitled letter, which is used for violators that do not necessitate a warning letter, injunction, seizure, civil fine, or criminal penalties, among others. It is also possible that other federal, state or foreign enforcement authorities might take action under other regulatory authority, such as false claims laws, if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment of our operations. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion or promotion of unapproved uses. The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed. 19 In addition, clinicians may misuse our products or use improper techniques if they are not adequately trained, potentially leading to misdiagnosis, injury, and an increased risk of product liability. If our device is misused or used with improper technique, we may become subject to costly litigation by clinicians or their patients. Even if we ultimately prevail, product liability claims could divert managements attention from our core business and be expensive to defend. If we do not prevail, such claims may result in sizeable damages awards against us that may not be covered by insurance. **** **We must comply with anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulations.** If our DeepView System is approved for commercialization, our future operations will be subject to various federal and state healthcare laws and regulations. These laws will affect our sales, marketing and other promotional activities by limiting the kinds of financial arrangements, including sales programs, we may develop with hospitals, clinicians or other potential purchasers or users of medical devices and services. They also impose additional administrative and compliance burdens on us. In particular, these laws will influence, among other things, how we structure our sales, placement and rental offerings, including discount practices, clinician support, education and training programs and clinician consulting and other service arrangements. The laws that may affect our practices and arrangements include, but are not limited to: | | | the U.S.federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any good or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. The term remuneration has been broadly interpreted to include anything of value, and the government can establish a violation of the Anti-Kickback Statute without proving that a person or entity had actual knowledge of, or a specific intent to violate, the law. The Anti-Kickback Statute is subject to evolving interpretations and has been applied by government enforcement officials to a number of common business arrangements in the medical device industry. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution; however, those exceptions and safe harbors are drawn narrowly, and there is no exception or safe harbor for many common business activities. Failure to meet all of the requirements of a particular statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute, but the legality of the arrangement will be evaluated on a case-by-case basis based on the totality of the facts and circumstances. Practices that involve remuneration to those who prescribe, purchase, or recommend medical device products, including discounts, or engaging individuals as speakers, consultants, or advisors, may be subject to scrutiny if they do not fit squarely within an exception or safe harbor. Our practices may not in all cases meet all of the criteria for safe harbor protection from anti-kickback liability; | | | | | the U.S.federal civil False Claims Act, which prohibits any person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims for payment of government funds; knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the U.S.federal government. In addition, any claims submitted as a result of a violation of the federal Anti-Kickback Statute constitute false claims and are subject to enforcement under the False Claims Act. Actions under the False Claims Act may be brought by the government or as a qui tam action by a private individual in the name of the government and to share in any monetary recovery. Qui tam actions are filed under seal and impose a mandatory duty on the U.S.Department of Justice to investigate such allegations. False Claims Act liability is potentially significant in the healthcare industry because the statute provides for treble damages and significant mandatory penalties (adjusted annually for inflation) per false claim or statement for violations. Because of the potential for large monetary exposure, healthcare companies often resolve allegations without admissions of liability for significant and sometimes large settlement amounts to avoid the uncertainty of treble damages and per claim penalties that may be awarded in litigation proceedings. Many device manufacturers have resolved investigations of alleged improper activities, including causing false claims to be submitted as a result of the marketing of their products for unapproved and thus non reimbursable uses, and other interactions with prescribers and others including those that may have affected their billing or coding practices and submission to the federal government. Moreover, to avoid the risk of exclusion from federal healthcare programs as a result of a False Claims Act settlement, companies may enter into corporate integrity agreements with the government, which may impose substantial costs on companies to ensure compliance. There are also criminal penalties, including imprisonment and criminal fines, for making or presenting a false or fictitious or fraudulent claim or statement to the federal government; | | 20 | | | criminal healthcare statutes that were added by the Health Insurance Portability and Accountability Actof1996 (HIPAA) and its implementing regulations, which impose criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program, which includes both government and privately funded benefits programs; similar to the U.S.federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate them in order to have committed a violation; | | | | | the Eliminating Kickbacks in Recovery Act (EKRA), 18 U.S.C. 220, makes it a federal crime for anyone, with respect to services covered by a health care benefit program, to knowingly and willfully solicit or receive any remuneration in return for referring a patient or patronage to a recovery home, clinical treatment facility, or laboratory; or to pay or offer any remuneration to induce a referral of an individual to a recovery home, clinical treatment facility, or laboratory; or in exchange for an individual using the services of that recovery home, clinical treatment facility, or laboratory. EKRA applies more broadly than the federal Anti-Kickback Statute, as health care benefit program includes not only state and federal health care programs, but also private health plans. EKRA also has fewer statutory safe harbors and no regulatory state harbors. Violations of this provision may result in substantial fines and/or imprisonment. Additional violations that may be imposed include sanctions, licensure revocations, or the exclusion from participating in governmental healthcare programs; | | | | | the Physician Payments Sunshine Act (the Sunshine Act) and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Childrens Health Insurance Program to report annually to the CMS information related to certain payments made in the preceding calendar year and other transfers of value to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Beginning January1, 2022, manufacturers will also be required to report payments and other transfers of value made during the prior calendar year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, and anesthesiology assistants; and | | | | | foreign and state laws and regulations, including state payment reporting, anti-kickback and false claims laws, that may apply to items or services reimbursed by any third-party payor, including private insurers; foreign and state laws that require medical device companies to comply with the medical device industrys voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S.federal government and other national governments, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; and foreign and state laws and regulations that require drug and device manufacturers to report information related to payments and other transfers of value to dental practitioners and other healthcare providers or marketing expenditures, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. | | 21 The scope and enforcement of these laws is substantial and subject to rapid change. The shifting compliance environment and the need to build and maintain robust compliance programs, systems, and processes to comply with different compliance and/or reporting requirements in multiple jurisdictions increase the possibility that we may run afoul of one or more of the requirements or that federal or state regulatory authorities might challenge our current or future activities under these laws. Additionally, we cannot predict the impact of any changes in these laws, whether or not retroactive. Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions or safe harbors, it is possible that some of our future activities could be subject to challenge under one or more of such laws. Any government investigation, even if we are able to successfully defend against it, will require the expenditure of significant resources, is likely to generate negative publicity, harm our reputation and potentially our financial condition and divert the attention of our management. Moreover, any investigation into our practices could cause adverse publicity and require a costly and time-consuming response. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment of individuals, exclusion from government funded healthcare programs, such as Medicare and Medicaid, imposition of compliance obligations and monitoring, and the curtailment or restructuring of our operations. Any of the foregoing consequences could seriously harm our business and our financial results. **** **Healthcare reform measures could hinder or prevent the commercial success of our DeepView System.** In the UnitedStates, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system in ways that may harm our future revenues and profitability and the demand for our DeepView System, if it receives the necessary market authorization. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the healthcare system, some of which are intended to contain or reduce the costs of medical products and services. Current and future legislative and regulatory proposals to further reform healthcare or reduce healthcare costs may limit coverage of or lower reimbursement for the procedures associated with the use of our DeepView System. The cost containment measures that payors and providers are instituting and the effect of any healthcare reform initiative implemented in the future could impact our revenue from the sale of our DeepView System. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may harm: | | | our ability to set a price that we believe is fair for our DeepView System; | | | | | our ability to generate revenue and achieve or maintain profitability; and | | | | | the availability of capital. | | We cannot predict what other laws and regulations will ultimately be enacted and implemented at the federal or state level or the effect of any future legislation or regulation in the UnitedStates on our business, financial condition, prospects and results of operations. Future changes in healthcare policy could increase our costs and subject us to additional requirements that may interrupt commercialization of our current and future solutions, decrease our revenue and impact sales of and pricing for our current and future products. **** **If our manufacturers fail to comply with the regulatory quality system regulations or any applicable equivalent regulations, our proposed operations could be interrupted, and our operating results would suffer.** We currently outsource all of our manufacturing to a contract manufacturer and as such we are not in direct control of the manufacture of our products and are, therefore, exposed to the risk of poor product quality, non-adherence to applicable standards, disruptions in supply chain, or other matters. 22 Our third-party manufacturers and suppliers will be required, to the extent of applicable regulation, to follow the quality system regulations of each jurisdiction in which we will seek to market our products and also will be subject to the regulations of these jurisdictions regarding the manufacturing processes. If our manufacturers or suppliers are found to be in significant non-compliance or fail to take satisfactory corrective action in response to adverse regulatory findings in this regard, regulatory agencies could take enforcement actions against such manufacturers or suppliers, which could impair or prevent our ability to produce our products in a cost-effective and timely manner in order to meet customers demands. Accordingly, our operating results would suffer. In order to mitigate these risks, we perform regularly scheduled visits with our contract manufacturer and routinely inspect the quality and performance of the device in accordance with federally mandated standards and certification standards of the International Organization for Standardization (ISO). Our current contract manufacturer, Cobalt Product Solutions, is located within a short driving distance from our headquarters and allows our employees to have hands-on interaction and timely inspections of the device. However, a future pandemic, epidemic or other infectious disease outbreak could hinder or prevent continued hands-on and timely inspections of the device and the facilities. **** **Actual or perceived failure to comply with data protection, privacy and security laws, regulations, standards and other requirements could negatively affect our business, financial condition or results of operations.** We may be subject to federal, state, and foreign data protection laws and regulations (*i.e*., laws and regulations that address privacy and data security). In the UnitedStates, numerous federal and state laws and regulations, including data breach notification laws, health information privacy laws, and consumer protection laws and regulations that govern the collection, processing, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. For example, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Actof2009 (HITECH), and the regulations implemented thereunder, or collectively, HIPAA, imposes obligations on covered entities, including certain health care providers, health plans, and health care clearinghouses, and their respective business associates that create, receive, maintain or transmit individually identifiable health information (PHI) for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of individually identifiable health information. Entities that are found to be in violation of HIPAA, whether as the result of a breach of unsecured PHI, a complaint about privacy practices, or an audit by HHS may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Depending on the facts and circumstances, we could be subject to penalties if we violate HIPAA. Even when HIPAA does not apply, according to the Federal Trade Commission (the FTC), failing to take appropriate steps to keep consumers personal information secure may constitute unfair acts or practices in or affecting commerce in violation of the Federal Trade Commission Act. The FTC expects a companys data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. In addition, certain state laws govern the privacy and security of health-related and other personal information in certain circumstances, some of which may be more stringent, broader in scope or offer greater individual rights with respect to protected health information than HIPAA, many of which may differ from each other, thus, complicating compliance efforts. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. Foreign data protection laws, including the General Data Protection Regulation (the GDPR), which went into effect in May2018, may also apply to our processing of health-related and other personal data regardless of where the processing in question is carried out. The GDPR imposes stringent requirements for controllers and processors of personal data of individuals within the European Economic Area (the EEA). The GDPR applies to any company established in the EEA as well as to those outside the EEA if they collect, process, and use personal data in connection with the offering of goods or services to individuals in the EEA or the monitoring of their behavior. The GDPR, together with national legislation, regulations and guidelines of the EEA countries governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. In particular, these obligations and restrictions involve the consent of the individuals to whom the personal data relates, the information provided to the individuals, the transfer of personal data out of the EEA to jurisdictions deemed to have inadequate, security breach notifications and confidentiality of the personal data and imposition of substantial potential fines for breaches of the data protection obligations. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to 20million or 4% of the annual global revenues of the noncompliant company, whichever is greater. 23 Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the UnitedStates, and the efficacy and longevity of current transfer mechanisms between the EU and the UnitedStates remains uncertain. If necessary, we will be required to implement revised standard contractual clauses, in relation to relevant existing contracts and certain additional contracts and arrangements, within the relevant time frames. There is some uncertainty around whether the revised clauses can be used for all types of data transfers, particularly whether they can be relied on for data transfers to non-EEA entities subject to the GDPR. Further, from January1, 2021, companies have to comply with the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR (e.g., fines up to the greater of 20million (17.5million) or 4% of global turnover). The European Commission has adopted an adequacy decision in favor of the United Kingdom, enabling data transfers from EU member states to the United Kingdom without additional safeguards. However, the United Kingdom adequacy decision will automatically expire in June2025 unless the European Commission re-assesses and renews/extends that decision and remains under review by the Commission during this period. The relationship between the UK and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to and from the UK will be regulated in the long term. These changes will lead to additional costs and increase our overall risk exposure. Implementing mechanisms that endeavor to ensure compliance with the GDPR and relevant local legislation in EEA countries and the UK, if necessary, may be onerous and may interrupt or delay our development activities, and adversely affect our business, financial condition, prospects and results of operations. While we have taken steps to comply with the GDPR where applicable, including by reviewing our security procedures, and entering into data processing agreements with relevant contractors, our efforts to achieve and remain in compliance may not be fully successful. Compliance with applicable US and foreign data protection, privacy and security laws, regulations and standards could require us to take on more onerous obligations in our contracts, require us to engage in costly compliance exercises, restrict our ability to collect, use and disclose data, or in some cases, impact our or our partners or suppliers ability to operate in certain jurisdictions. Each of these constantly evolving laws can also be subject to varying interpretations. Any failure or perceived failure to comply could result in government investigations and enforcement actions (which could include civil or criminal penalties), fines, private litigation, and/or adverse publicity, and could negatively affect our operating results and business. Moreover, patients about whom we or our partners obtain information, as well as the providers who share this information with us, may contractually limit our ability to use and disclose the information. Claims that we have violated individuals privacy rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business. **** **Our employees, collaborators, independent contractors and consultants may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.** We are exposed to the risk that our employees, collaborators, independent contractors and consultants may engage in fraudulent or other illegal activity with respect to our business. Misconduct by these persons could include intentional, reckless and/or negligent conduct or unauthorized activity that violates: | | | FDA requirements, including those laws requiring the reporting of true, complete and accurate information to the FDA authorities, such as reporting of UADEs during clinical investigations; | | 24 | | | GCP that relate to clinical investigations, including financial disclosure, informed consent and protection of human subjects, and requirements that relate to investigational device exemptions; | | | | | manufacturing standards, such as FDAs Quality System Regulation (QSR) requirements; | | | | | federal and state healthcare fraud and abuse laws and regulations; or | | | | | laws that require the true, complete and accurate reporting of financial information or data. | | In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, incentive programs and other business arrangements. Misconduct by these parties could also involve individually identifiable information, including, without limitation, the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. Any incidents or any other conduct that leads to an employee, contractor, or other agent, or our Company, receiving an FDA debarment or exclusion by OIG could result in penalties, a loss of business from third parties, and severe reputational harm. It is not always possible to identify and deter misconduct by our employees and other agents, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties; treble damages; monetary fines; disgorgement; imprisonment; possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs; contractual damages; reputational harm; diminished profits and future earnings; additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws; and curtailment of our operations. **** **As the regulatory framework for AI technology evolves, our business, financial condition and results of operation may be adversely affected.** We utilize artificial intelligence, including machine learning, in our predictive analytics platforms. In recentyears, the use of AI has come under increased regulatory scrutiny. The regulatory framework for AI technology is evolving and remains uncertain. It is possible that new laws and regulations will be adopted in the UnitedStates and in non-U.S.jurisdictions, where we intend to do business subject to our receipt of the necessary market authorizations, or that existing laws and regulations may be interpreted in new ways that would affect our operations and the ways in which we may use our AI technology. Specifically, such laws and regulations may limit our ability to use our AI models or require us to make changes to our technology that may decrease our operational efficiency, result in an increase to operating costs, or hinder our ability to provide our services. Further, the cost to comply with such laws, rules or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operation. Any failure or perceived failure by us to comply with AI technology-related laws, rules and regulations could result in proceedings or actions against us by individuals, consumer rights groups, government agencies or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our technology and business. Further, any such proceedings and any subsequent adverse outcomes may subject us to significant negative publicity. If any of these events were to occur, our business, results of operations and financial condition could be materially adversely affected. **** **We must comply with environmental and occupational safety laws.** Our research and development programs as well as our manufacturing operations involve the controlled use of hazardous materials. Accordingly, we are subject to federal, state and local laws, as well as the laws of foreign countries, governing the use, handling and disposal of these materials. In the event of an accident or failure to comply with environmental or occupational safety laws, we could be held liable for resulting damages, and any such liability could exceed our insurance coverage. **** 25 **** **Risks Related to the Commercialization of our DeepView System** **** **If approved, the commercial success of our DeepView System will depend upon the degree of market acceptance by clinicians.** Even if we receive the necessary regulatory approvals for commercialization, there is a risk that our DeepView System will not be accepted over competing products and that we will be unable to enter the marketplace or compete effectively. If the market for our DeepView System fails to develop or develops more slowly than expected, our business and operating results would be materially and adversely affected. We believe that our DeepView System will allow clinicians to make more accurate and efficient treatment decisions in the wound care sector. Whether clinicians choose to use our device over other market alternatives, however, is likely to be based on a determination that, among other things, our system is effective, safe, cost-effective and represents an acceptable method of diagnosis. Even if we can prove the effectiveness of our DeepView System through clinical trials, there may not be broad adoption and use of our device and clinicians may elect not to use our DeepView System for any number of reasons, including: | | | lack of experience with our DeepView System and concerns that we are new to the market; | | | | | perceived liability risk generally associated with the use of our device; | | | | | lack or perceived lack of (i)sufficient clinical evidence regarding our claims of superior diagnostic assessment and (ii)long-term data, supporting clinical benefits or the cost-effectiveness of our device over existing diagnostic alternatives; | | | | | the failure of key opinion leaders to provide recommendations regarding our device, or to assure clinicians and healthcare payors of the benefits of our device as an attractive alternative to other diagnostic options; | | | | | long-standing relationships with companies and distributors that sell other diagnostic products for wound care assessment; | | | | | concerns over the capital investment required to purchase our DeepView System and perform the DeepView procedure; | | | | | lack of availability of adequate third-party payor coverage or reimbursement; | | | | | competitive response and negative selling efforts from providers of alternative technologies; | | | | | failure to obtain favorable coverage decisions from payors, including, but not limited to, Medicare or Medicaid; and | | | | | limitations or warnings contained in the labeling cleared or approved by the FDA, if approved, or approved or certified by other authorities or bodies. | | We believe that educating notable industry key opinion leaders and clinicians about the merits and benefits of our DeepView System, including safety, performance, ease of use and efficiency will be critical for increasing the adoption of our device. Widespread adoption of new medical device technologies typically follows early adoption and promotion by key opinion and thought leaders in the relevant sectors. We have taken steps to address this by establishing strong relationships with leading U.S.hospitals around the country. The Company has enrolled subjects in its validation studies in clinical and academic sites across the US and the EU across well-known medical facilities. The Company has also signed with international partners, including well-respected institutions in the field.We believe that we will be able to leverage these relationships to access other institutions and individuals, which should increase awareness and early adoption of our technology in the UnitedStates, UK and EU.U.S.adoption will also benefit from the potential future BARDA funding of technology placement for burns applications. 26 If clinicians do not adopt our DeepView System for any reason, including those listed above, our ability to execute our growth strategy will be impaired, and it will negatively affect our business, financial condition, prospects and results of operations. Even if our DeepView System achieves widespread market acceptance, it may not maintain such level of market acceptance over the long term if competing products or technologies, which are more cost-effective or received more favorably, are introduced. In addition, our limited commercialization experience makes it difficult to evaluate our current business and predict our future prospects. We cannot predict how quickly, if at all, clinicians will accept our DeepView System or, if accepted, how frequently it will be used. Failure to achieve or maintain market acceptance and/or market share could materially and adversely affect our ability to generate revenue and would have a material adverse effect on our business, financial condition and results of operations. **** **We have no experience in marketing and selling our DeepView System and we may provide inadequate training, fail to increase our sales and marketing capabilities, or fail to develop and maintain broad brand awareness in a cost-effective manner.** We have no experience marketing and selling our DeepView System. If our DeepView System is approved for commercialization, we expect to rely on a direct sales force to sell our product in targeted geographic regions and territories. Any failure to grow and maintain our direct sales force could harm our business. The members of our direct sales force will receive extensive training on our DeepView System and will possess technical expertise with respect to our technology. The members of our sales force will be at-will employees. The loss of these personnel to competitors, or otherwise, could materially harm our business. If we are unable to retain our direct sales force personnel or replace them when needed with individuals of comparable expertise and qualifications, or if we are unable to successfully instill such expertise in replacement personnel, our product sales, revenues and results of operations could be materially harmed. Identifying and recruiting qualified sales and marketing professionals and training them on our DeepView System, on applicable federal and state laws and regulations, and on our internal policies and procedures will require significant time, expense and attention. It may take severalmonths or more before a sales representative is fully trained and productive. Our sales force may subject us to higher fixed costs than those of companies with competing products that can utilize independent third parties, placing us at a competitive disadvantage. Our business may be harmed if our efforts to train and grow our sales force do not generate significant product sales and revenue, and our higher fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our technology. Any failure to hire, develop and retain talented sales personnel, to achieve desired productivity levels in a reasonable period of time or timely reduce fixed costs, could have a material adverse effect on our business, financial condition and results of operations. If our DeepView System is approved for commercialization, our ability to achieve broader market acceptance of our device will depend, to a significant extent, on our sales, marketing and educational efforts. We plan to dedicate significant resources to our sales, marketing and educational programs. Our business may be harmed if these efforts and expenditures do not generate sufficient revenue. In addition, we believe that developing and maintaining broad awareness of our DeepView System in a cost-effective manner is critical to achieving broad acceptance of our device. Promotional and educational activities may not generate clinician awareness or generate sufficient revenue, and even if they do, any revenue generated may not offset the costs and expenses we incur. If we fail to successfully promote our DeepView System in a cost-effective manner, we may fail to attract or retain the market acceptance necessary to realize a sufficient return on our promotional and educational efforts, or to achieve broad adoption of our products. **** **If we are unable to establish sales, marketing and distribution capabilities either on our own or in collaboration with third parties, we may not be successful in commercializing our DeepView System, if approved.** We do not have any infrastructure currently in place for the sales, marketing or distribution of our DeepView System, or compliance functions related to such activities, and the cost of establishing and maintaining such an organization may exceed the cost-effectiveness of doing so. To market and successfully commercialize our DeepView System, if approved, we must build our sales, distribution, marketing, managerial, compliance, and other non-technical capabilities or make arrangements with third parties to perform these services. We expect to build a focused sales, distribution and marketing infrastructure to market the DeepView System, if approved. There are significant expenses and risks involved with establishing our own sales, marketing and distribution capabilities. Any failure or delay in the development of our internal sales, marketing, distribution and compliance capabilities could delay any product launch, which would adversely impact the commercialization of our product. **** 27 **** **If third-party payors do not provide coverage and reimbursement for the use of our DeepView System, our business and prospects will be negatively impacted.** If we receive the necessary regulatory approval to commercialize our DeepView System, sales of our DeepView System will depend, in part, on the extent to which the use of our device is covered and reimbursed by third-party payors, including private insurers and government healthcare programs such as Medicare Advantage plans and plans purchased through the ACA marketplace. Where third-party payor coverage is not available, patients will be responsible for all of the costs associated with the use of our device. Even if a third-party payor covers a particular use of our device, the resulting reimbursement rate may not be adequate to cover a providers cost to purchase our product or ensure such purchase is profitable for the provider. Third-party payors, whether governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs. In addition, in certain countries, no uniform policy of coverage and reimbursement for medical device products and services exists among third-party payors. Therefore, coverage and reimbursement for medical device products and services can differ significantly from payor to payor. In addition, payors continually review new technologies for possible coverage and can, without notice, deny coverage for these new products and procedures. As a result, the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our device to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained or maintained if obtained. Further, future coverage and reimbursement may be subject to increased restrictions, such as additional prior authorization requirements, both in the UnitedStates and in relevant international markets in which we plan to operate, assuming we receive the necessary approvals. Third-party coverage and reimbursement for procedures using our DeepView System may not be available or adequate in either the UnitedStates or international markets. If demand for our DeepView System is adversely affected by changes in third-party reimbursement policies and decisions, it could have a material adverse effect on our business, financial condition and results of operations. **** **We may not be able to achieve or maintain satisfactory pricing and margins for our DeepView technology.** Manufacturers of medical devices have a history of price competition, and we can give no assurance that we will be able to achieve satisfactory prices for our DeepView System, if it is approved for commercialization. We will be subject to a number of factors on our ability to maintain satisfactory pricing and margins, including, but not limited to, payor reimbursement, sale pricing of our DeepView System, wide-spread adoption of the DeepView System at hospitals, clinics and burn centers, as well as production cost increases from third party suppliers and our contract manufacturers. For example, any decline in the amount that payors reimburse clinicians for our DeepView System could make it difficult for them to continue using, or to adopt, our device and could create additional pricing pressure for us. If we are forced to lower the price we charge for our DeepView System, our revenue and gross margins will decrease, which will adversely affect our ability to invest in and grow our business. If we are unable to maintain our sales or our prices, including during any international expansion, or if our costs increase and we are unable to offset such increase with an increase in our prices, our margins could erode. We will be subject to significant pricing pressure, which could negatively affect our business, financial condition and results of operations. **** **We will face competition from many sources, including larger companies, and we may be unable to compete successfully.** We operate in a highly competitive industry that is significantly affected by the introduction of new products and technologies and other activities of industry participants. Our DeepView System will compete directly against conventional methods of wound care assessment. We will compete with manufacturers and suppliers of devices, instruments and other supplies used in connection with such conventional diagnoses. The market for these devices and instruments is highly fragmented with primary supply chains concentrated across a few larger manufacturers and distributors, such as Cobalt Product Solutions, Sanmina Corporation and Plexus Manufacturing. 28 Many of our competitors have longer, more established operating histories, and significantly greater name recognition and financial, technical, marketing, sales, distribution and other resources, which may prevent us from achieving significant market penetration. These companies may enjoy several other competitive advantages, including established relationships with clinicians who are familiar with other alternatives for wound care assessment, additional lines of products, and the ability to offer rebates or bundle products to offer greater discounts or incentives to gain a competitive advantage and established sales, marketing and worldwide distribution networks. We believe the primary competitive factors for companies that market new or alternative treatments and solutions in the wound care industry include acceptance by leading clinicians, patient outcomes and adverse event rates, patient experience and treatment time, ease-of-use and reliability, patient recovery time and level of discomfort, economic benefits and cost savings, intellectual property protection and the development of successful sales and marketing channels. One of the major hurdles to widespread adoption of our device will be overcoming established diagnostic patterns, which will require education of clinicians and their referral sources. We may also compete with additional competitors and products outside the UnitedStates as well. Among other competitive advantages, such companies may have more established sales and marketing programs and networks, established relationships with clinicians and greater name recognition in such markets. In addition, our current and potential competitors have established, or may establish, financial and strategic relationships among themselves or with existing or potential customers or other third parties to increase the ability of their products to address customer needs. Accordingly, it is possible that new competitors or alliances among competitors could emerge and acquire a significant market share. Existing and/or increased competition could, therefore, adversely affect our market share and/or force us to reduce the price of our products, which could have an adverse impact on our business, prospects, results of operations and financial condition. **** **If we are unable to continue to innovate and improve our products and services, we could lose market share.** The markets for our products and services are characterized by changing technology and customer requirements. Changing customer requirements and the introduction of products or services or enhancements embodying new technology may render our existing DeepView System obsolete, unmarketable or competitively impaired and may exert downward pressures on the pricing of our device. One of our key competitive advantages is that we are currently the only AI-enabled wound imaging technology that translates raw physiological data/images into an output that is directly correlated to a wound healing assessment. We intend to continue to invest in technical developments in order to mitigate the impact of future competition. It is critical to our success to be able to anticipate changes in technology or in industry standards, to successfully develop and introduce new, enhanced and competitive products on a timely basis, and to keep pace with technological change. This may place excessive strain on our capital resources, which may adversely impact our revenues and profitability. We cannot assure you that we will successfully develop new products or services or enhance and improve our existing products or services on a timely basis. Neither can we be certain that new products and enhanced and improved existing products will achieve market acceptance or that the introduction of new products or enhancing existing products by others, or changing customer requirements, will not render our products or services obsolete. Our inability to develop products or services that are competitive in technology and price and that meet client needs could have an adverse impact on our business, prospects, results of operations and financial condition. **** **We will depend upon third-party suppliers, including contract manufacturers and single and sole source suppliers, making us vulnerable to supply shortages and price fluctuations that could negatively affect our business, financial condition and results of operations.** If we receive the necessary regulatory approvals for commercialization, we will rely on third-party suppliers, including in some instances single or sole source suppliers, to provide us with certain components, sub-assemblies and finished products for our DeepView System. These components, sub-assemblies and finished products are critical and, for a small number of items, there are relatively few alternative sources of supply. For example, we primarily work with Cobalt Systems Product Solutions. We do not currently have long-term supply contracts with certain of the sole and single source suppliers of these key components, and there are no minimum purchase or payment requirements. Additionally, we believe we are not a major customer to many of our suppliers. Our suppliers may therefore give other customers needs higher priority than ours, and we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms. These single or sole source suppliers may be unwilling or unable to supply the necessary materials and components or manufacture and assemble our product in a reliable manner and at the levels we anticipate or at levels adequate to satisfy demand for our product. While our suppliers have generally met our demand for their products and services on a timely basis in the past, we cannot guarantee that they will in the future be able to meet our demand for such products and services, either because of acts of nature, the nature of our agreements with those suppliers or our relative importance to them as a customer, and our suppliers may decide in the future to discontinue or reduce the level of business they conduct with us. 29 We have not been qualified or obtained necessary regulatory clearances for additional suppliers for most of these components, sub-assemblies and materials. While we currently believe that alternative sources of supply may be available, we cannot be certain whether they will be available if and when we need them, or that any alternative suppliers or providers would be able to provide the quantity and quality of components and materials that we would need to manufacture and ship our products if our existing suppliers and providers were unable to satisfy our requirements. To utilize other sources, we would need to identify and qualify new providers to our quality standards and obtain any additional regulatory clearances or approvals required to change providers, which could result in manufacturing delays and increase our expenses. Although we believe that we have stable relationships with our existing suppliers, we cannot assure you that we will be able to secure a stable supply of components or materials going forward. In the event that any adverse developments occur with our suppliers, in particular for those components that are single or sole sourced, or if any of our suppliers modifies any of the components they supply to us, our ability to supply our products may be temporarily or permanently interrupted. Obtaining substitute components could be difficult, time and resource-consuming and costly. Also, there can be no assurance that we will be able to secure a supply of alternative components at reasonable prices without experiencing interruptions in our business operations. Our dependence on third parties subjects us to a number of risks that could impact our ability to manufacture our products and harm our business, including: | | | interruption of supply resulting from modifications to, or discontinuation of, a third partys operations; | | | | | delays in product shipments resulting from uncorrected defects or errors, reliability issues or a third partys failure to produce components that consistently meet our quality specifications; | | | | | price fluctuations due to a lack of long-term supply arrangements with our third parties for key components; | | | | | inability to obtain adequate supply or services in a timely manner or on commercially reasonable terms; | | | | | difficulty identifying and qualifying alternative third parties for the supply of components of our products in a timely manner; | | | | | inability of third parties to comply with applicable provisions of the FDAs QSR or other applicable laws or regulations enforced by the FDA, state, local and global regulatory authorities; | | | | | inability to ensure the quality of products manufactured by third parties; | | | | | production delays related to the evaluation and testing of products and services from alternative third parties and corresponding regulatory qualifications; | | | | | trends towards consolidation within the medical device manufacturing supplier industry; and | | | | | delays in delivery by our suppliers and service providers. | | 30 In addition, quarantines, shelter-in-place and similar government orders resulting from any future pandemic, epidemic or other infectious disease outbreak, or the perception that such orders, shutdowns or other restrictions on the conduct of business operations could occur, could impact the suppliers upon which we rely, or the availability or cost of materials, which could disrupt the supply chain for our products. Although we require our third-party suppliers and providers to supply us with components and services that meet our specifications and other applicable legal and regulatory requirements in our agreements and contracts, and we perform incoming inspection, testing or other acceptance activities to ensure the components meet our requirements, there is a risk that these third parties will not always act consistent with our best interests, and may not always supply components or provide services that meet our requirements or in a timely manner. In addition, we cannot assure you that our suppliers have obtained and will be able to obtain or maintain all licenses, permits, clearances and approvals necessary for their operations or comply with all applicable laws and regulations, and failure to do so by them may lead to interruption in their business operations, which in turn may result in shortages of components supplied to us. **** **If we receive a significant number of warranty claims or our DeepView System requires significant amounts of service after sale, our operating expenses may substantially increase and our business and financial results will be adversely affected.** If our DeepView System is approved for commercialization, we intend to warrant each DeepView System against defects in materials and workmanship. We also expect to provide technical and other services beyond the warranty period pursuant to a supplemental service plan that we will sell with our DeepView System. We have no history of commercial placements from which to judge our rate of warranty claims, and we expect that the number of warranty claims we receive may increase as we scale our operations and as commercial placements age. If product returns or warranty claims are significant or exceed our expectations, we could incur unanticipated reductions in sales or additional operating expenditures for parts and service. In addition, our reputation could be damaged and our device may not achieve the level of market acceptance that we are targeting in order to achieve and maintain profitability. Unforeseen warranty exposure could negatively impact our business and financial results. **** **We need to ensure strong product performance and reliability to maintain and grow our business.** We need to maintain and continuously improve the performance and reliability of our DeepView System to achieve our profitability objectives. Poor product performance and reliability could lead to clinician dissatisfaction, adversely affect our reputation and revenues, and increase our service and distribution costs and working capital requirements. In addition, software and hardware incorporated into our DeepView System may contain errors or defects, especially when first introduced and while we have made efforts to test this software and hardware extensively, we cannot assure that the software and hardware, or software and hardware developed in the future, will not experience errors or performance problems. Our reputation and the public image of our products, services and technologies may be impaired if our products or services fail to perform as expected. If our products do not perform, or are perceived to not have performed, as expected or favorably in comparison to competitive products, our operating results, reputation, and business will suffer, including due to the costs associated with replacing products and decreased demand for our product offering. Any of the foregoing could have a material adverse effect on our business, financial condition, prospects and results of operations. Although we intend to test our products prior to shipment, defects or errors could nonetheless occur. Our operating results will depend on our ability to execute and, when necessary, improve our quality management strategy and systems and our ability to effectively train and maintain our employee base with respect to quality management. The failure of our quality control systems or those of our third-party suppliers could result in problems with facility operations or preparation or provision of products. In each case, such problems could arise for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with off-the-shelf materials, sub-assemblies, parts and other components or environmental factors and damage to, or loss of, manufacturing operations. **** 31 **** **Our results of operations will be materially harmed if we are unable to accurately forecast demand for, and utilization of, our DeepView System and manage our inventory.** If our DeepView System is approved for commercialization, we will be required to forecast inventory needs and manufacture our DeepView System based on our estimates of future demand for, and utilization of, our device. Our ability to accurately forecast demand and utilization could be negatively affected by many factors, including our failure to accurately manage our expansion strategy, product introductions by competitors, an increase or decrease in demand for our products or for products of our competitors, our failure to accurately forecast acceptance of new products, unanticipated changes in general market conditions or regulatory matters and weakening of economic conditions or consumer confidence in future economic conditions. Inventory levels in excess of demand may result in inventory write-downs or write-offs, which would cause our gross margin to be adversely affected and could impair the strength of our brand. Conversely, if we underestimate demand and utilization, our supply chain, manufacturing partners and/or internal manufacturing team may not be able to deliver components and products to meet our requirements, and this could result in damage to our reputation and relationships with clinicians and dental practitioners. In addition, if we experience a significant increase in demand or utilization, additional supplies of off-the-shelf materials, sub-assemblies, parts and other components or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, or suppliers may not be able to allocate sufficient capacity in order to meet our increased requirements. We currently outsource all of our manufacturing through an original equipment manufacturer. Cobalt, located in Plano, Texas, is involved with manufacturing the current generation DeepView System and we anticipate that they will continue to do so for the foreseeable future. In addition to Cobalt, we integrate several other highly specialized contract manufacturers in the areas of optics, technology design and electronics. If any of these suppliers were unable to meet our requirements, we would need to find a replacement or supplemental supplier, which we may not be able to do on a timely basis, or at all. Any of the foregoing would materially which will adversely affect our business, financial condition, prospects and results of operations. **** **Risks Related to Our Business Operations** **** **We may encounter difficulties in managing our growth, which could disrupt our operations.** We have experienced substantial growth in our operations, and we expect to experience continued substantial growth in our business. Over the next severalyears, we expect to significantly increase the scope of our operations, particularly in the areas of manufacturing, sales and support, research and development, product development, regulatory affairs, marketing and other functional areas, including finance, accounting, quality control, and legal. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational quality and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources, we may not be able to manage the expansion of our operations or recruit and train additional qualified personnel in an effective manner. In addition, the physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations. **** **We are highly dependent on our senior management, directors and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success.** We depend to a significant degree on the continued services of our senior management, directors and key personnel. Their knowledge of both the market and their skills and experience are critical elements to our success. Our senior management team, directors and employees are engaged with us on an at will basis, meaning that both they and we are able to terminate the arrangement without notice. The loss of key personnel could have an adverse impact on our business, prospects, results of operations and financial condition. **If we are not able to attract and retain highly skilled managerial, scientific and technical personnel, we may not be able to implement our business model successfully.** We will rely upon technical and scientific employees or third-party contractors to effectively establish, manage and grow our business. Consequently, we believe that our future viability will depend largely on our ability to attract and retain highly skilled managerial, sales, scientific and technical personnel. In order to do so, we may need to pay higher compensation or fees to our employees or consultants than we currently expect, and such higher compensation payments would have a negative effect on our operating results. Competition for experienced, high-quality personnel is intense and we cannot assure you that we will be able to recruit and retain such personnel. We may not be able to hire or retain the necessary personnel to implement our business strategy. Our failure to hire and retain such personnel could impair our ability to develop new products and manage our business effectively. 32 Our growth plans may place a significant strain on our management and operational, financial and personnel resources. In order to execute our strategy, we will need to hire additional individuals. These hires include product management, marketing and highly technical engineering roles. Furthermore, some of these hires will be in the UK and/or Europe to support our European strategy. Though we have never undertaken this level of growth, our management, including our Human Resources Manager have instituted a long-term hiring plan with key dates that ensure the individual is hired and trainedmonths before the strategy must be executed. Furthermore, our ability to implement our strategy requires effective planning and management control systems. Therefore, our future growth and prospects will depend on our ability to manage this growth. **** **We expect to significantly increase the size of our organization over the next severalyears. As a result, we may encounter difficulties in managing our growth, which could disrupt our operations and/or increase our net losses.** As of December 31, 2025, we had 65 employees. Over the next severalyears, we expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of regulatory affairs, clinical and sales and marketing. There are significant expenses and risks involved with establishing our own sales, marketing and distribution capabilities. Any failure or delay in the development of our internal sales, marketing, distribution and compliance capabilities could delay any product launch, which would adversely impact the commercialization of our product. We also intend to continue to improve our operational, financial and management controls, reporting systems and procedures, which may require additional personnel. Such growth could place a strain on our administrative and operational infrastructure, and/or our managerial abilities, and we may not be able to make improvements to our management information and control systems in an efficient or timely manner. We may discover deficiencies in existing systems and controls. Some of these employees will also be in countries outside of our corporate headquarters, which adds additional complexity. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. We may not be able to effectively manage these activities. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. **** **Our software and our internal computer systems may fail and such failure could negatively affect our business, financial condition and results of operations.** The continued development, maintenance and operation of our software and technologies are important factors impacting the success of our products and level of market acceptance. These efforts are expensive and complex and may involve unforeseen difficulties, including material performance problems and undetected defects or other technical or human errors. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our software and technologies from operating properly. If our software or technologies, individually or collectively, do not function reliably or fail to meet clinician or payor expectations of performance or outcomes, then clinicians may stop using our products and payors could attempt to cancel their contracts with us. Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. Our software may contain errors or vulnerabilities. Any real or perceived errors, failures, bugs or other vulnerabilities discovered in our existing or new software could result in negative publicity and damage to our reputation, loss of customers, loss of or delay in market acceptance of our products, loss of competitive position, loss of revenue or liability for damages, overpayments and/or underpayments, any of which could harm our business and results of operation. Our information technology systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving legal and regulatory standards, the increasing need to protect patient and customer information, changes in the techniques used to obtain unauthorized access to data and information systems, and the information technology needs associated with any new products and services. There can be no assurance that our process of consolidating, protecting, upgrading and expanding our systems and capabilities, continuing to build security into the design of our products, and developing new systems to keep pace with continuing changes in information processing technology will be successful or that additional systems issues will not arise in the future. **** 33 **** **We will rely on the proper function, security and availability of our information technology systems and data to operate our business, and a breach, cyber-attack or other disruption to these systems or data could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position.** We rely on information technology systems to conduct our operations. In the ordinary course of our business, we use third parties to process and store, sensitive intellectual property and other proprietary business information. Because of this, we and our software are at risk for cyber-attacks. Cyber-attacks can result from deliberate attacks or unintentional events and may include (but are not limited to) malicious third parties gaining unauthorized access to our software for the purpose of misappropriating financial assets, intellectual property or sensitive information (suchas patient data), corrupting data, or causing operational disruption. In the future, we may rely on third-party vendors to supply and/or support certain aspects of our information technology systems. These third-party systems could also become vulnerable to cyber-attack, malicious intrusions, breakdowns, interference or other significant disruptions, and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the information security of our own systems. We have taken numerous steps to ensure the protection of our devices and technology. We regularly engage each of our employees in data protection training, have enabled two-factor authentication, and do not distribute or share data across external systems. Furthermore, we take measures to ensure that our employees who come in contact with data or patients do not violate any standards involving the HIPAA or compromise a patients private health information. While we believe that we have taken appropriate steps to protect our systems, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful access or disclosure of confidential information that could have an adverse impact on our business, prospects, results of operations and financial condition or result in the loss, dissemination, or misuse of critical or sensitive information. If we suffer from a cyber-attack, whether by a third party or insider, we may incur significant costs (including liability for stolen assets or information) and repairing any damage caused to our network infrastructure and systems. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy. Such theft could also lead to loss of intellectual property rights through our disclosure of our proprietary business information, and such loss may not be capable of remedying. We may also suffer reputational damage and loss of investor confidence. We could also be exposed to potential financial and reputational harm if we experience a cyber-attack. Because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often were not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. If our systems are damaged or cease to function properly due to any number of causes, ranging from catastrophic events to power outages to security breaches, and our business continuity plans do not effectively compensate timely, we may suffer interruptions in our ability to manage operations, and would also be exposed to a risk of loss, including financial assets or litigation and potential liability. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems or data or systems of our commercial partners, or inappropriate or unauthorized access to or disclosure or use of confidential, proprietary, or other sensitive, personal, or health information, we could incur liability and suffer reputational harm. Failure to maintain or protect our information technology systems effectively could negatively affect our business, financial condition and results of operations. There has been a developing trend of civil lawsuits and class actions relating to breaches of consumer data held by large companies or incidents arising from other cyber-attacks. Any data security breaches, cyber-attacks, malicious intrusions or significant disruptions could result in actions by regulatory bodies and/or civil litigation, any of which could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position. 34 While we maintain certain insurance coverage, our insurance may be insufficient or may not cover all liabilities incurred by such attacks. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results and reputation. **** **The use of artificial intelligence, including machine learning, in our analytics platforms may result in reputational harm or liability.** AI is enabled by or integrated into the predictive analytics inherent in our DeepView platforms and will continue to be a substantial element of our product offerings going forward. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed and continual data propagation may prove ineffective. Data sets may be insufficient, of poor quality, or contain biased information. If the analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some uses of AI present ethical issues, and our judgment as to the ethical concerns may not be accurate. If we use AI as part of our predictive analytics in a manner that is controversial because of the purported or real impact on our business or vendors, this may lead to adverse results for our financial condition and operations or the financial condition and operations of our business, which may further lead to us experiencing competitive harm, legal liability and brand or reputational harm. **** **Product liability suits, whether or not meritorious, could be brought against us due to an alleged defective product or for the misuse of our DeepView System. These suits could result in expensive and time-consuming litigation, payment of substantial damages, and an increase in our insurance rates.** If we supply products or services that are defectively designed or manufactured, or our products contain defective components or are misused, or if someone claims any of the foregoing, whether or not meritorious, we may become subject to substantial and costly litigation. Misusing our technology or failing to adhere to the operating guidelines or our device producing inaccurate or unreliable readings could cause significant harm to patients. In addition, if our operating guidelines are found to be inadequate, we may be subject to liability. Product liability claims could divert managements attention from our core business, be expensive to defend and result in sizable damage awards against us. While we maintain product liability insurance, we may not have sufficient insurance coverage for all future claims. Any product liability claims brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing continuing coverage, could harm our reputation in the industry and could reduce revenue. Product liability claims in excess of our insurance coverage would be paid out of cash reserves harming our financial condition and adversely affecting our results of operations. To the extent that a claim or claims of a significant nature were made against us, we may be required to expend substantial management resources and litigation costs in defending such claim(s)and such claim(s), if successful, could reduce margins, harm our reputation in the market, and increase future insurance premiums, the occurrence of each of which could have an adverse impact on our business, prospects, results of operations and financial condition. **** **Our insurance policies are expensive and protect us only from some business risks, which leaves us exposed to significant uninsured liabilities.** While we maintain commercial insurance at a level we believe is appropriate against certain risks commonly insured in the industry in which we operate, there is no guarantee that our insurer will cover costs or that we will be able to obtain the desired level of coverage on acceptable terms in the future. The potential costs that could be associated with any shortfall of insurance coverage may cause delays and disruptions to our operations and the additional expenditure that we may incur could affect our earnings and competitive position in the future and, potentially, our financial position. We could suffer losses that may not be fully compensated by insurance. In addition, certain types of risk may be, or may become, either uninsurable or not economically insurable, or may not be currently or in the future covered by our insurance policies. Any of the foregoing could have an adverse impact on our business, prospects, results of operations and financial condition. 35 Operating as a U.S.public company can make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, on our board committees or as executive officers. We do not know, however, if we will be able to maintain existing insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would negatively affect our business, financial condition and results of operations. **** **The success of our algorithms depends on our significant repository of proprietary image data.** Over 340billion pixels of proprietary image data have been acquired and utilized for the deep learning algorithms training. We believe this presents a significant barrier to entry to would-be competitors in wound care healing assessments. The data collection to clinical output, the flow, quality and control of the data pipeline is managed entirely by us. Our DeepView System uses deep learning on its wound data repository to recognize patterns and correlations of injured tissue spectral signatures to produce reliable and reasonable assessment for clinicians to make accurate and efficient treatment decisions. We have developed strategic partnerships with multiple clinical and academic partners in the UnitedStates and Europe. Through our strategic partnerships with multiple clinical and academic partners, we are able to access large, diverse and specific sets of wound data inputs to develop, validate and improve our DeepView algorithms efficiently and effectively. We believe we have the pre-eminent proprietary clinical burn wound database. The depth and quality of our proprietary data is critical to developing a leading wound assessment technology with demonstrated clinical need across burn and other indications with a positive impact on health economics and patient outcomes, while safeguarding patient data and privacy. If we were no longer able to access or receive this data, it would have a material adverse effect on our business, prospects, results of operations and financial condition. **** **We may further seek strategic alliances, joint ventures or collaborations, or enter into licensing or partnership arrangements in the future and may not be successful in doing so, and even if we are, we may not realize the benefits or costs of such relationships.** We have developed strategic partnerships with multiple clinical and academic partners and, in the future, we may further form or seek strategic alliances, create joint ventures or collaborations or enter into licensing or partnership arrangements with third parties that we believe will complement or augment our sales and marketing efforts with respect to our DeepView System or future products. We may not be successful in our efforts to establish such collaborations, and we may not achieve the benefits expected from our current strategic partnerships or future collaborations. Any of these relationships may require us to incur non-recurring and other charges, indemnify the counterparty, increase our near and long-term expenditures, issue securities that dilute our existing stockholders or disrupt our management and business. In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a strategic alliance or other alternative arrangements for our products. We cannot be certain that, following a strategic alliance or similar arrangement, we will achieve the revenue or specific net income that justifies such transaction. In addition, any potential future collaborations may be terminable by our collaborators, and we may not be able to adequately protect our rights under these agreements. Any termination of collaborations we enter into in the future, or delays in entering into new strategic partnership agreements could delay tour sales and marketing efforts, which would harm our business prospects, financial condition and results of operations. Additionally, we may not have sole decision-making authority with respect to any such collaboration or arrangement, which could create the potential risk of creating impasses on decisions, and our collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations, or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with our current or future collaborators, they may act in their self-interest, which may be averse to our best interest, and they may breach their obligations to us. In addition, we have limited control over the amount and timing of resources that our current collaborators or any future collaborators devote to our collaborators or our future products and technologies. **** 36 **** **As international expansion of our business occurs in futureyears, it will expose us to market, regulatory, political, operational, financial and economic risks associated with doing business outside of the UnitedStates.** Our long-term strategy is to increase our international presence, including securing regulatory clearances or approvals in targeted countries outside the UnitedStates. This strategy may include establishing and maintaining clinician outreach and education capabilities outside of the UnitedStates and expanding our relationships with international payors. Doing business internationally involves a number of risks, including: | | | difficulties in staffing and managing our international operations; | | | | | multiple, conflicting and changing laws and regulations such as tax laws, privacy laws, export and import restrictions, employment laws, regulatory requirements and other governmental clearances, approvals, permits and licenses; | | | | | reduced or varied protection for intellectual property rights in some countries; | | | | | obtaining regulatory clearance, approval or certification where required for our products in various countries; | | | | | requirements to maintain data and the processing of that data on servers located within such countries; | | | | | complexities associated with managing multiple payor reimbursement regimes, government payors or patient self-pay systems; | | | | | limits on our ability to penetrate international markets if we are required to manufacture our products locally; | | | | | financial risks, such as longer payment cycles, difficulty collecting accounts receivable, foreign tax laws and complexities of foreign value-added tax systems, the effect of local and regional financial pressures on demand and payment for our products and exposure to foreign currency exchange rate fluctuations; | | | | | restrictions on the site-of-service for use of our products and the economics related thereto for clinicians, providers and payors; | | | | | natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease, boycotts, curtailment of trade and other market restrictions; and | | | | | regulatory and compliance risks that relate to maintaining accurate information and control over activities subject to regulation under the UnitedStates Foreign Corrupt Practices Actof1977, or FCPA, U.K.Bribery Actof2010 and comparable laws and regulations in other countries. | | Any of these factors could significantly harm our future international expansion and operations and, consequently, have a material adverse effect on our business, financial condition and results of operations. **** **Risks Related to Our Intellectual Property** **** **If we are unable to obtain and maintain patent or other intellectual property protection for any products we develop or for our technology, or if the scope of the patent and other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any products we may develop, and our technology, may be harmed.** We believe that one of our key strengths is our market leading technology, including our proprietary AI algorithms and optical technology. In order to remain competitive, we must develop, maintain, and protect the proprietary aspects of our brands, technologies, data, and products. We rely on a combination of contractual provisions, confidentiality procedures, patent, copyright, trademark, trade secret, and other intellectual property laws to protect the proprietary aspects of our brands, technologies, data, and products. These legal measures afford only limited protection, and competitors or others may gain access to or use our intellectual property and proprietary information. Any failure to obtain or maintain patent and other intellectual property protection with respect to our products could harm our business, financial condition and results of operations. 37 Our technology is protected with issued and/or allowed patents across nine families of active patents: (i)Burn/Wound Classification on MSI and PPG; (ii)Tissue classification on MSI and PPG; (iii)Amputation site analysis on MSI, ML and healthcare matrix; (iv)DFU healing potential prediction and wound assessment on MSI, ML and healthcare matrix; (v)High-precision, multi-aperture, MSI snapshot imaging; (vi)Wound assessment based on MSI; (vii)Burn/histology assessment based on MSI and ML; (viii)High-precision, single-aperture MSI snapshot imaging; and (ix)Topological characterization and assessment of tissues using MSI and ML. As of December 31, 2025, we had 13 issued and allowed U.S. patents with 5 U.S. patent applications pending. We had 21 issued and allowed international patents with 23 foreign and international patent applications pending. We protect our DeepView System trademarks primarily in four classes: pre-recorded/downloadable software, surgical, medical apparatus, computer and scientific services and medical and healthcare services. As of December 31, 2025, we maintain a portfolio of 47 trademarks and 11 trademark applications pending relating to our DeepView and SnapShot product offerings. Our trademarks and pending trademark applications are spread over nine jurisdictions mostly in China, the UK and the EU.It is our intention to maintain these registrations indefinitely and to expand the number of jurisdictions in which we have registered trademarks as deemed necessary to protect our freedom to use the marks and/or block competitors in additional markets. We will continue to primarily focus on protecting our intellectual property in the UnitedStates, UK and the EU as those are the first commercial markets for our products. We cannot assure you that our intellectual property position will not be challenged or that all patents for which we have applied will be granted. As with other medical device companies, our success depends, in part, on our ability to obtain, maintain, expand, enforce, and defend the scope of our intellectual property portfolio or other proprietary rights, including the amount and timing of any payments we may be required to make in connection with the licensing, filing, maintaining, defense and enforcement of any patents or other intellectual property rights. The process of applying for and obtaining a patent is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patents or patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we may not be able to protect our proprietary rights at all. Although we enter into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of our research and development output, such as our employees, corporate collaborators, outside scientific collaborators, suppliers, consultants, advisors and other third parties, any of these parties may breach such agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek and obtain patent protection. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions, and under the laws of certain jurisdictions, patents or other intellectual property rights may be unavailable or limited in scope. It is also possible that we will fail to identify patentable aspects of our products or research and development results before it is too late to obtain patent protection. While the imaging modalitySnapShot MSI system and proprietary illumination systemare patent protected, our AI algorithm used in the system is not patent protected. The device performance is supported by the proprietary clinical data owned by Spectral.The loss or disclosure of both the data and the algorithm could be detrimental to the future development and competitive advantage of our DeepView System. In addition, our ability to obtain and maintain valid and enforceable patents depends in part on whether the differences between our inventions and the prior art allow our inventions to be patentable over the prior art. Furthermore, the publication of discoveries in scientific literature often lags behind the actual discoveries, and patent applications in the UnitedStates and other jurisdictions are typically not published until 18months after filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to file for patent protection of such inventions. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to obtain and use information that we regard as proprietary. In addition, the issuance of a patent is not conclusive as to its inventorship, validity or enforceability, and our patents may be challenged in the courts or patent offices in the UnitedStates and abroad, so even if we obtain patents, they may not provide us with adequate proprietary protection or competitive advantage against our competitors with similar products. Our patent applications may not result in issued patents and our patents may not be sufficiently broad to protect our technology or to prevent competitive technologies. In addition, the laws of foreign jurisdictions may not protect our rights to the same extent as the laws of the UnitedStates. For example, certain countries outside of the UnitedStates do not allow patents for methods of treating the human body. This may preclude us from obtaining method patents outside of the UnitedStates having similar scope to those we have obtained or may obtain in the future in the UnitedStates. Changes in either the patent laws or their interpretation in the UnitedStates and other countries may diminish our ability to protect our inventions, obtain, maintain, and enforce our intellectual property rights and, more generally, could affect the value or validity of our intellectual property or narrow the scope of our patent protection. Additionally, we cannot predict whether the patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient protection from competitors or other third parties. 38 Moreover, even if we are able to obtain patent protection, such patent protection may be of insufficient scope to achieve our business objectives. The strength of patent rights generally, and particularly the patent position of medical device companies, involves complex legal, factual and scientific questions and can be uncertain, and has been the subject of much litigation in recentyears. This uncertainty includes changes to the patent laws through either legislative action to change statutory patent law or court action that may reinterpret existing law or rules in ways affecting the scope or validity of issued patents. Even if patents are successfully issued from our patent applications, third parties may challenge the validity, enforceability, or scope of such patents, which may result in such patents being narrowed, invalidated, or held unenforceable. Decisions by courts and governmental patent agencies may introduce uncertainty in the enforceability or scope of patents owned by or licensed to us. Furthermore, the issuance of a patent does not give us the right to practice the patented invention. Third parties may also have blocking patents that could prevent us from marketing our own products and practicing our own technology. We may not be aware of all third-party intellectual property rights (for example, not be aware of a patent or not be aware of a patents scope) potentially relating to our products, product candidates or their intended uses, and as a result the impact of such third-party intellectual property rights upon the patentability of our own patents and patent applications, as well as the impact of such third-party intellectual property upon our ability to market our products without infringing third party patent rights, is highly uncertain. We cannot ensure that we do not infringe any patents or other proprietary rights held by others. If our products were found to infringe any proprietary right of another party, we could be required to pay significant damages or license fees to such party and/or cease production, marketing and distribution of those products. Litigation may also be necessary to defend infringement claims of third parties or to enforce patent rights we hold or protect trade secrets or techniques we own. Further, third parties may seek approval to market their own products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid, unenforceable, or not infringed; competitors may then be able to market products and use manufacturing and analytical processes that are substantially similar to ours. Even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives. Our success will also depend, in part, on preserving our trade secrets, maintaining the security of our data and know-how, and obtaining and maintaining other intellectual property rights. We rely on trade secret protection and confidentiality agreements for strategic purposes, to protect proprietary know-how that is not patentable, processes for which patents are difficult to enforce and any other elements of our discovery and development processes that involve proprietary know-how, information or technology that is not covered by patents. We may also rely on trade secret protection as temporary protection for concepts that may be included in a future patent filing. There can be no assurances that we can meaningfully protect or maintain intellectual property, trade secrets or other unpatented proprietary rights necessary to our business or in a form that provides us with a competitive advantage, or that others will not independently develop substantially equivalent proprietary products or processes or otherwise gain access to our proprietary technology. In addition, our trade secrets, data, and know-how could be subject to unauthorized use, misappropriation, or disclosure to unauthorized parties, despite our efforts to enter into confidentiality agreements with our employees, consultants, clients, and other vendors who have access to such information, and could otherwise become known or be independently developed or discovered by third parties. Our intellectual property, including trademarks, could be challenged, invalidated, infringed, and circumvented by third parties, and our trademarks could also be diluted, declared generic or found to be infringing other marks. If any of the foregoing occurs, we could be forced to re-brand our products, resulting in loss of brand recognition, and requiring us to devote resources to advertising and marketing new brands, and suffer other competitive harm. Third parties may also adopt trademarks similar to ours, which could harm our brand identity and lead to market confusion. Failure to obtain and maintain intellectual property rights necessary to our business and failure to protect, monitor and control the use of our intellectual property rights could negatively impact our ability to compete and cause us to incur significant expenses. The intellectual property laws and other statutory and contractual arrangements in the UnitedStates and other jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our trademarks, data, technology and other intellectual property and services, and may not provide an adequate remedy if our intellectual property rights are infringed, misappropriated, or otherwise violated. Additionally, we may find it necessary or prudent to acquire or obtain licenses from third-party intellectual property holders. However, we may be unable to acquire or secure such licenses to any intellectual property rights from third parties that we identify as necessary for our products or any future products we may develop. The acquisition or licensing of third-party intellectual property rights is a competitive area, and our competitors may pursue strategies to acquire or license third-party intellectual property rights that we may consider attractive or necessary, and our competitors could market competing products and technology. Our competitors may have a competitive advantage over us due to their size, capital resources and greater development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to acquire or license third-party intellectual property rights on terms that would allow us to make an appropriate return on our investment or at all. If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have, we may have to abandon development of the relevant product, and our customers may be forced to stop using the relevant product, which could harm our business, financial condition, prospects and results of operations. **** 39 **** **We may, in the future, be a party to intellectual property litigation or administrative proceedings that are very costly and time-consuming and could interfere with our ability to sell and market our products.** The medical device industry is highly competitive and has been characterized by extensive litigation regarding patents, trademarks, trade secrets, and other intellectual property rights, and companies in the industry have used intellectual property litigation to gain a competitive advantage. It is possible that U.S.and foreign patents, along with pending patent applications or trademarks controlled by third parties, may be alleged to cover our products, or that we may be accused of misappropriating third parties trade secrets. Additionally, our products include components that we purchase from vendors, and may include design components that are outside of our direct control. Our competitors, many of which have substantially greater resources and have made substantial investments in patent portfolios, trade secrets, trademarks, and competing technologies, may have applied for or obtained, or may in the future apply for or obtain, patents or trademarks that will prevent, limit or otherwise interfere with our ability to make, use, sell, import, and/or export our products (or components thereof) or to use our technologies or our product names. Third parties, including our competitors, may currently have patents or obtain patents in the future and claim that the manufacture, use or sale of our products infringes these patents. We have not conducted an extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims relating to our products, parts of our products, technology or methods do not exist, have not been filed or could not be filed or issued. In addition, because patent applications can take manyyears to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending that may result in issued patents that our current or future products infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that we infringe. As the number of competitors in our market grows and the number of patents issued in this area increases, the possibility of patent infringement claims against us escalates. Moreover, in recentyears, individuals and groups that are non-practicing entities, commonly referred to as patent trolls, have purchased patents and other intellectual property assets for the purpose of making claims of infringement in order to extract settlements. From time to time, we may receive threatening letters, notices or invitations to license, or may be the subject of claims that our products and business operations infringe or violate the intellectual property rights of others. The defense of these matters can be time-consuming, costly to defend, divert managements attention and resources, damage our reputation and brand and cause us to incur significant expenses or make substantial payments. Vendors from which we purchase hardware or software may not indemnify us in the event that such hardware or software is accused of infringing a third-partys patent or trademark or of misappropriating a third-partys trade secret. Because patent applications are confidential for a period of time after filing, we cannot be certain that we were the first to file any patent application related to our products. Competitors may also contest our patents in court, at an administrative agency, or at the patent office, if issued, by proving that the invention was not original, was not novel, was obvious, or was obtained without disclosing all pertinent material prior art information to the patent office, among other reasons. For example, in litigation, a competitor could claim that our patents, if issued, are not valid for a number of reasons or are unenforceable due to inequitable conduct. If a court agreed, we would lose our rights to those challenged patents. In addition, we may in the future be subject to claims by our former employees or consultants asserting an ownership right in our patents or patent applications, as a result of the work they performed on our behalf. Although we generally require all of our employees and consultants and any other partners or collaborators who have access to our proprietary know-how, information or technology to assign or grant similar rights to their inventions to us, we cannot be certain that we have executed such agreements with all parties who may have contributed to our intellectual property, nor can we be certain that our agreements with such parties will be upheld in the face of a potential challenge, or that they will not be breached, for which we may not have an adequate remedy. 40 Further, if third party claims of patent or trademark infringement or trade secret misappropriation are successfully asserted against us, such claims may harm our business, result in injunctions preventing us from selling our products, and require payment of license fees, damages, attorneys fees, and court costs, which may be substantial and have a material adverse impact on our business. In addition, if we are found to have willfully infringed third-party patents or trademarks or to have misappropriated trade secrets, we could be required to pay treble damages in addition to other penalties. Although patent, trademark, trade secret, and other intellectual property disputes in the medical device area have often been settled through licensing or similar arrangements, costs associated with such arrangements may be substantial and could include ongoing royalties that may substantially erode our margins. Further, we may be unable to obtain necessary licenses on satisfactory terms, if at all. If we do not obtain necessary licenses, we may not be able to redesign our products to avoid infringement, and as such may need to stop selling the infringing products, which would have a significant adverse impact on our business, financial condition, prospects and results of operations. Similarly, interference, derivation, cancellation, and opposition proceedings provoked by third parties or brought by the U.S.Patent and Trademark Office (USPTO) may be necessary to determine priority with respect to our patents, patent applications, trademarks, or trademark applications. We may also become involved in other proceedings, such as reexamination, inter partes review, post-grant review, derivation, interference, supplemental examination, cancellation or opposition proceedings before the USPTO or other jurisdictional body relating to our intellectual property rights or the intellectual property rights of others. Such challenges may result in loss of exclusivity or ability to make, use, and sell our products without infringing third-party intellectual property rights, or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical products and techniques without payment to us, or limit the duration of the patent protection of our technology. Adverse determinations in a judicial or administrative proceeding or failure to obtain necessary licenses or rights could prevent us from using, selling, manufacturing, or importing our products or using product names, which would have a significant adverse impact on our business, financial condition, prospects and results of operations. Additionally, we may file lawsuits or initiate other proceedings to protect or enforce our patents, trademarks, or other intellectual property rights, which could be expensive, time consuming and unsuccessful. Former, current, or future licensees may violate the terms of their licenses and thereby infringe our intellectual property. Competitors may infringe our issued patents, trademarks, or other intellectual property. To counter infringement or unauthorized use by licensees, competitors, or other parties, we may be required to file infringement or misuse claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims or file administrative actions against us alleging that we infringe their intellectual property. In addition, in a patent infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part, construe the patents claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. Furthermore, even if our patents or trademarks are found to be valid and infringed, a court may refuse to grant injunctive relief against the infringer and instead grant us monetary damages and/or ongoing royalties. Such monetary compensation may be insufficient to adequately offset the damage to our business caused by the infringers competition in the market, and an adverse result in any litigation proceeding or administrative action could put one or more of our patents at risk of being invalidated or interpreted narrowly, which could adversely affect our competitive business position, financial condition, and results of operations. In addition, although we make efforts to comply with the patent marking provisions of 35 U.S.C. 287(a), a court may decide that we have not met the requirements of the patent marking statute, which may prevent us from obtaining monetary damages that would otherwise have been due to us if we had complied with the marking statute. Even if we are successful in defending against intellectual property claims, litigation or other legal proceedings relating to such claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. Protracted litigation to defend or prosecute our intellectual property rights could also result in our customers or potential customers deferring or limiting their purchase or use of the affected products until resolution of the litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial negative impact on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce our resources available for development activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of litigation or other intellectual property related proceedings could harm our business, financial condition, prospects and results of operations. 41 In addition, third parties may assert infringement claims against our customers. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers or indemnify our customers for any costs associated with their own initiation or defense of infringement claims, regardless of the merits of these claims. If any of these claims succeed or settle, we may be forced to pay damages or settlement payments on behalf of our customers or may be required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products. **** **Obtaining and maintaining intellectual property, including patent protection, depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental agencies, and our intellectual property, including patent protection, could be reduced or eliminated for non-compliance with these requirements.** The USPTO, UnitedStates Copyright Office (USCO) and various foreign governmental agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the application process. In addition, periodic maintenance fees, renewal fees, annuity fees and various other government fees often must be paid to the USPTO, USCO and foreign agencies over the lifetime of any registered or applied-for intellectual property rights we may obtain in the future. While an unintentional lapse of an intellectual property registration or application can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the registration or application, resulting in partial or complete loss of intellectual property rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a registration or application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we fail to maintain the intellectual property registrations and applications covering our products, we may not be able to stop a competitor from developing or marketing products that are the same as or similar to our products, which would have a material adverse effect on our business. We also have a duty to disclose to the USPTO any prior art known to us that may be material to the patentability of our patents. If we fail to submit any such material prior art, a court or administrative agency may deem one or more of our patents unenforceable. Additionally, certain of our patent applications relate to software inventions. Software-related patents in general are susceptible to validity or patentability challenges before the USPTO or in other judicial or quasi-judicial proceedings for being directed to non-statutory subject matter under 35 U.S.C. 101. **** **Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.** Patents have a limited lifespan. The terms of individual patents depend upon the legal term for patents in the countries in which they are granted. In most countries, including the UnitedStates, if all maintenance fees are timely paid, the natural expiration of a utility patent is generally 20years from its earliest non-provisional filing date in the applicable country. However, the actual protection afforded by a patent varies from country to country, and depends upon many factors, including the type of patent, the scope of its coverage, voluntary disclaimer of patent term to obtain a patents allowance, the availability of regulatory-related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the patent. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our products are obtained, once the patent life has expired, we may be open to competition from competitive products, which may harm our business prospects. In addition, although upon issuance in the UnitedStates a patents term can be extended based on certain delays caused by the USPTO, this extension can be reduced or eliminated based on certain delays caused by the patent applicant during patent prosecution. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. If we do not have sufficient patent terms to protect our products, proprietary technologies and their uses, our business would be seriously harmed. As our patents expire, the scope of our patent protection will be reduced, which may reduce or eliminate any competitive advantage afforded by our patent portfolio. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. **** 42 **** **Changes in patent law or its interpretation could diminish the value of patents in general, thereby impairing our ability to protect our existing and future products.** Patent reform legislation could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. In 2011, the Leahy-Smith America Invents Act (the Leahy-Smith Act) was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S.patent law. These include provisions that affect the way patent applications are prosecuted and also may affect patent litigation. These also include provisions that switched the UnitedStates from a first-to-invent system to a first-to-file system, allow third-party submission of prior art to the USPTO during patent prosecution and set forth additional procedures to attack the validity of a patent by the USPTO administered post-grant proceedings. Under a first-to-file system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor had made the invention earlier. The USPTO recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective in 2013. A third-party that files a patent application in the USPTO after March2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third-party. This will require us to be cognizant of the time from invention to filing of a patent application. Since patent applications in the UnitedStates and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we were the first to file any patent application related to our products or invent any of the inventions claimed in our patents or patent applications. The Leahy-Smith Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in U.S.federal courts necessary to invalidate a patent claim, a third-party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third-party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third-party as a defendant in a district court action. Therefore, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents. In addition, future actions by the U.S.Congress, the federal courts and the USPTO could cause the laws and regulations governing patents to change in unpredictable ways. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, prospects and results of operations. In addition, patent reform legislation may pass in the future that could lead to additional uncertainties and increased costs surrounding the prosecution, enforcement and defense of our patents and applications. Furthermore, the U.S.Supreme Court and the U.S.Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the UnitedStates are interpreted. Similarly, foreign courts have made, and will likely continue to make, changes in how the patent laws in their respective jurisdictions are interpreted. We cannot predict future changes in the interpretation of patent laws or changes to patent laws that might be enacted into law by U.S.and foreign legislative bodies. Those changes may materially affect our patents or patent applications and our ability to obtain additional patent protection in the future. **** **Our patent rights and other intellectual property may be subject to priority, ownership or inventorship disputes, interferences, and similar proceedings.** We may also be subject to claims that former employees, collaborators, or other third parties have an interest in our patents and patent applications or other intellectual property as an inventor or co-inventor. If we are unable to obtain an exclusive license to any such third-party co-owners interest in such patents and patent applications, such co-owners rights may be subject, or in the future subject, to assignment or license to other third parties, including our competitors. In addition, we may need the cooperation of any such co-owners to enforce any such patents and any patents issuing from such patent applications against third parties, and such cooperation may not be provided to us. Additionally, we may be subject to claims from third parties challenging our ownership interest in or inventorship of intellectual property we regard as our own, for example, based on claims that our agreements with employees or consultants obligating them to assign intellectual property to us are ineffective or in conflict with prior or competing contractual obligations to assign inventions to another employer, to a former employer, or to another person or entity, despite our inclusion of valid, present-tense intellectual property assignment obligations. Litigation may be necessary to defend against claims, and it may be necessary or we may desire to enter into a license to settle any such claim. 43 If we or our licensors are unsuccessful in any priority, validity (including any patent oppositions), ownership or inventorship disputes to which we or they are subject, we may lose valuable intellectual property rights through the loss of one or more of our patents, or such patent claims may be narrowed, invalidated, or held unenforceable, or through loss of exclusive ownership of or the exclusive right to use our owned or in-licensed patents. In the event of loss of patent rights as a result of any of these disputes, we may be required to obtain and maintain licenses from third parties, including parties involved in any such interference proceedings or other priority or inventorship disputes. Such licenses may not be available on commercially reasonable terms or at all or may be non-exclusive. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of the product candidates we may develop. An inability to incorporate technologies, features or other intellectual property that are important or essential to our products could have a material adverse effect on our business and competitive position. The loss of exclusivity or the narrowing of our patent claims could limit our ability to stop others from using or commercializing similar or identical technology and product candidates. Even if we are successful in priority, inventorship or ownership disputes, it could result in substantial costs and be a distraction to management and other employees. Any litigation or the threat thereof may adversely affect our ability to hire employees or contract with independent sales representatives. Any of the foregoing could result in a material adverse effect on our business, financial condition, prospects and results of operations. **** **We may be subject to claims that our employees, consultants, advisors, or contractors have misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of a non-competition or non-solicitation agreement with our competitors, and third parties may claim an ownership interest in intellectual property we regard as our own. Such claims could harm our business, financial condition, prospects and results of operations.** As is common in the medical device industry, our employees, consultants, and advisors may be currently or previously employed or engaged at universities or other medical device or healthcare companies, including our competitors and potential competitors. Some of these employees, consultants, advisors, and contractors may have executed proprietary rights, non-disclosure, and non-competition agreements in connection with such previous employment. Although we try to ensure that our employees, consultants, advisors, and contractors do not use the intellectual property, proprietary information, know-how or trade secrets of others in their work for us, we may in the future become subject to claims that we or these individuals have, inadvertently or otherwise, misappropriated the intellectual property, including trade secrets or other proprietary information, of their current or former employers, competitors or other third parties. Also, we may in the future be subject to claims that these individuals are violating non-compete agreements with their former employers. Litigation may be necessary to defend against these claims. If we fail to defend any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could harm our business, financial condition and results of operations. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management. In addition, while it is our policy to require our employees, vendors, and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, may be ineffective under current or future case law, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such defects in assignment or resulting claims could harm our business, financial condition, prospects and results of operations. **** **If we fail to validly execute invention assignment agreements with our employees and contractors involved in the development of intellectual property or are unable to protect the confidentiality of our trade secrets and other proprietary information, the value of our products, the value of our business and competitive position may be harmed.** In addition to patent protection, we also rely on other proprietary rights, including protection of trade secrets, know-how, and other confidential and proprietary information that is not patentable or that we elect not to patent. However, trade secrets can be difficult to protect, and some courts are less willing or unwilling to protect trade secrets. To maintain the confidentiality of our trade secrets and proprietary information, we generally have confidentiality and invention assignment provisions in contracts with our employees, consultants, suppliers, contract manufacturers, collaborators, and others upon the commencement of their relationship with us. However, we may not enter into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by such third parties, despite the existence generally of these confidentiality restrictions. These contracts may not provide meaningful protection for our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, know-how, or other confidential or proprietary information. There can be no assurance that such third parties will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets or proprietary technology and processes will not otherwise become known or independently developed by competitors. We may need to share our proprietary information, including trade secrets, with future business partners, collaborators, contractors, and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or foreign actors, and those affiliated with or controlled by state actors. Despite the protections we place on our intellectual property or other confidential and proprietary rights, monitoring unauthorized use and disclosure of our intellectual property is difficult, and we do not know whether the steps we have taken to protect our intellectual property or other proprietary rights will be adequate. In addition, the laws of many foreign countries will not protect our intellectual property or other proprietary rights to the same extent as the laws of the UnitedStates. Consequently, we may be unable to prevent our proprietary technology from being exploited abroad, which could affect our ability to expand to international markets or require costly efforts to protect our technology. 44 To the extent our intellectual property or other proprietary information protection is incomplete, we are exposed to a greater risk of direct competition. A third-party could, without authorization, copy or otherwise obtain and use our products or technology, or develop similar technology. Our competitors could purchase our products and attempt to replicate some or all of the competitive advantages we derive from our development efforts or design around our protected technology. Our failure to secure, protect and enforce our intellectual property rights could substantially harm the value of our products, brand, and business. The theft or unauthorized use or publication of our trade secrets and other confidential business information could reduce the differentiation of our products and harm our business, the value of our investment in research and development or acquisitions could be reduced, and third parties might make claims against us related to losses of their confidential or proprietary information. Any of the foregoing could materially and adversely affect our business, financial condition, prospects and results of operations. Further, it is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology, and in such cases, we could not assert any trade secret rights against such parties. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions. If we fail to obtain or maintain trade secret protection, or if our competitors obtain our trade secrets or independently develop technology similar to ours or competing technologies, our competitive market position could be materially and adversely affected. In addition, some courts are less willing or unwilling to protect trade secrets, and agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not be enforceable in certain cases. Even though we use commonly accepted security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. We also seek to preserve the integrity and confidentiality of our data and other confidential information by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations and systems, agreements or security measures may be breached and detecting the disclosure or misappropriation of confidential information and enforcing a claim that a party illegally disclosed or misappropriated confidential information is difficult, expensive, and time-consuming, and the outcome is unpredictable. Further, we may not be able to obtain adequate remedies for any such breach. **** **We may not be able to enforce our intellectual property rights throughout the world.** Filing, prosecuting, and defending patents or trademarks on our current and future products in all countries throughout the world would be prohibitively expensive. The requirements for patentability and trademarking may differ in certain countries, particularly developing countries. The laws of some foreign countries do not protect intellectual property rights to the same extent as laws in the UnitedStates. Consequently, we may not be able to prevent third parties from utilizing our inventions and trademarks in all countries outside the UnitedStates. Competitors may use our technologies or trademarks in jurisdictions where we have not obtained patent or trademark protection to develop or market their own products and further, may export otherwise infringing products to territories where we have patent and trademark protection, but enforcement on infringing activities is inadequate. These products or trademarks may compete with our current or future products or trademarks, and our patents, trademarks or other intellectual property rights may not be effective or sufficient to prevent them from competing. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, may not favor the enforcement of patents, trademarks, and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents and trademarks or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent and trademark rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents and trademarks at risk of being invalidated or interpreted narrowly, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, certain countries in Europe and many other countries, including India and China, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In those countries, we may have limited remedies if our patents are infringed or if we are compelled to grant a license to our patents to a third party, which could materially diminish the value of those patents. This could limit our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own or license. Finally, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws. **** 45 **** **If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.** We rely on trademarks and trade names to build brand recognition and to promote, distinguish and market our products and services. Our current or future registered and unregistered trademarks or trade names may be challenged, opposed, infringed, circumvented or declared generic or descriptive, determined to be not entitled to registration, or determined to be infringing other marks. We may not be able to protect our rights to these trademarks and trade names or may be forced to stop using these names or logos, which we need for name recognition by potential partners or customers in our markets of interest. During trademark registration proceedings, we may receive rejections of our applications by the USPTO or in other foreign jurisdictions. Although we would be given an opportunity to respond to those rejections, we may be unable to overcome such rejections. If our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, and our business may be adversely affected. We may in the future license our trademarks and trade names to third parties. Although these license agreements may provide guidelines for how our trademarks and trade names may be used, a breach of these agreements or misuse of our trademarks and tradenames by our licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names. Our efforts to enforce or protect our proprietary rights related to trademarks, trade names, and service marks may be ineffective and could result in substantial costs and diversion of resources and could adversely affect our financial condition or results of operations. Trademark litigation can be expensive, and the outcome can be highly uncertain. Furthermore, in many countries, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we assert trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to the marks in question. In this case, we could ultimately be forced to cease the use of such trademarks. **** **If we are unable to obtain licenses from third parties on commercially reasonable terms or fail to comply with our obligations under such agreements, our business could be harmed.** It may be necessary for us to use the patented or proprietary technology of third parties to commercialize our products, in which case we would be required to obtain a license from these third parties. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. If we are unable to license such technology, or if we are forced to license such technology, on unfavorable terms, our business could be harmed. If we are unable to obtain a necessary license, we may be unable to develop or commercialize the affected product candidates, which could harm our business, and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. Moreover, some of our patents and patent applications in the future may be jointly owned with third parties. If we are unable to obtain an exclusive license to any such third-party joint owners interest in such patents or patent applications, such joint owners may be able to license their rights to other third parties, including our competitors, who could market competing products and technology. In addition, we may need the cooperation of any such joint owners in order to enforce such patents against third parties, and such cooperation may not be provided to us. Any of the foregoing could harm our business, financial condition and results of operations. **** 46 **** **If our third-party manufacturers do not respect our intellectual property and trade secrets and produce or sell competitive products using our designs or intellectual property, our business, financial condition, prospects and results of operation would be harmed.** Although our agreements with third-party manufacturing partners generally seek to preclude them from misusing our intellectual property and trade secrets, or using our designs to manufacture products for our competitors, we may be unsuccessful in monitoring and enforcing our intellectual property rights and may find counterfeit goods in the market being sold as our products and any future products similar to ours produced for our competitors using our intellectual property. Additionally, any steps to stop counterfeits may not be successful and customers who purchase these counterfeit goods may experience product defects or failures, harming our reputation and brand and causing us to lose future sales. Any of the foregoing could harm our business, financial condition and results of operations. **** **Intellectual property rights do not necessarily address all potential threats, and limitations in intellectual property rights could harm our business, financial condition, prospects and results of operations.** The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example: | | | others may be able to make products that are similar to our products or utilize similar technology but that are not covered by the claims of our patents or that incorporate certain technology in our products that is in the public domain; | | | | | we, or our future licensors or collaborators, might not have been the first to make the inventions covered by the applicable issued patent or pending patent application that we own now or may own or license in the future; | | | | | we, or our future licensors or collaborators, might not have been the first to file patent applications covering certain of our or their inventions; | | | | | we, or our future licensors or collaborators, may fail to meet our obligations to the U.S.government regarding any future patents and patent applications funded by U.S.government grants, leading to the loss or unenforceability of patent rights; | | | | | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights; | | | | | it is possible that our patents or patent applications omit individuals who should be listed as inventors or include individuals that should not be listed as inventors, which may cause these patents or patents issuing from these patent applications to be held invalid or unenforceable; | | | | | claims of our patents or patent applications, if and when issued, may not cover our products or technologies or competitive products or technologies; | | | | | the inventors of our patents or patent applications may become involved with competitors, develop products or processes that design around our patents, or become hostile to us or the patents or patent applications on which they are named as inventors; | | | | | our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; | | 47 | | | we have engaged in scientific collaborations in the past and will continue to do so in the future and our collaborators may develop adjacent or competing products that are outside the scope of our patents; | | | | | we may not develop additional proprietary technologies that are patentable; | | | | | the patents of others may harm our business; or | | | | | we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third-party may subsequently file a patent covering such intellectual property. | | Any of the foregoing could harm our business, financial condition, prospects and results of operations. **** **Our contracts with BARDA and DHA may affect our intellectual property rights.** Our contracts with BARDA and DHA include provisions that implement the Bayh-Dole Actof1980 relating to a uniform patent policy among the many federal agencies funding research, which grants the U.S.government certain rights in inventions that may be conceived or first actually reduced to practice under the contract. In particular, pursuant to the Federal Acquisition Regulations which governs executive agencies acquisition of services with appropriated funds, the U.S.government is granted a nonexclusive, nontransferable, irrevocable, paid-up, worldwide license to practice such inventions or have such inventions practiced for or on behalf of the U.S.government. In addition to our intellectual property rights, the BARDA and DHA contracts each provide certain data rights to the U.S.government with unlimited rights in: (i)data first produced in the performance of this contract; (ii)form, fit, and function data delivered under the contract; (iii)data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and (iv)all other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software. **** **Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.** We cannot assure you that our securities will continue to be listed on Nasdaq. If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: | | | limited availability of market quotations for our securities; | | | | | reduced liquidity for our securities; | | | | | a determination that our Common Stock are a penny stock which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | | | | | a limited amount of news and analyst coverage; and | | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | **The Companys Charter provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.** The Charter provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery (the Chancery Court) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i)any derivative action or proceeding brought on behalf of the Company, (ii)any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Company to the Company or to the Companys stockholders, (iii)any action, suit or proceeding asserting a claim against the Company, its current or former directors, officers, or employees, agents or stockholders arising pursuant to any provision of the DGCL or our Charter or Bylaws, or (iv)any action, suit or proceeding asserting a claim against the Company, its current or former directors, officers, or employees, agents or stockholders governed by the internal affairs doctrine. 48 The exclusive forum provision set forth above does not apply to, and does not preclude or contract the scope of, either (i)exclusive federal jurisdiction pursuant to Section27 of the ExchangeAct for claims seeking to enforce any liability or duty created by the ExchangeAct or the rules and regulations thereunder, or any other claim for which the U.S.federal courts have exclusive jurisdiction, or (ii)concurrent jurisdiction under Section22 of the Securities Act for federal and state courts over all claims seeking to enforce any liability or duty created by the Securities Act or the rules and regulations thereunder. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. The choice of forum provision may limit a stockholders ability to bring, and increase the cost of, a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. **** **The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.** We deposit substantial funds in financial institutions and may, from time to time, maintain cash balances at such financial institutions in excess of the Federal Deposit Insurance Corporation limit. Should one or more of the financial institutions at which deposits are maintained fail, there is no guarantee as to the extent that we would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise, or the timing of any recovery. **** **Risks Relating to the Ownership of Our Securities** **** **The price of Common Stock and Warrants may be volatile.** Fluctuations in the price of the Companys securities could contribute to the loss of all or part of your investment. The valuation ascribed to the Company in the Business Combination may not be indicative of the price that will prevail in the trading market. If an active market for our securities develops and continues, the trading price of the Companys securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and the Companys securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of the Companys securities may include: | | | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; | | | | | changes in the markets expectations about the Companys operating results; | | | | | success of competitors; | | | | | the publics reaction to our press releases, other public announcements and filings with the SEC, | | | | | operating results failing to meet the expectations of securities analysts or investors in a particular period; | | | | | changes in financial estimates and recommendations by securities analysts concerning the Company or the industry in which the Company operates in general; | | 49 | | | operating and stock price performance of other companies that investors deem comparable to the Company; | | | | | ability to market new and enhanced products and services on a timely basis; | | | | | changes in laws and regulations affecting our business; | | | | | commencement of, or involvement in, litigation involving the Company; | | | | | changes in the Companys capital structure, such as future issuances of securities or the incurrence of additional debt; | | | | | the volume of shares of the Companys Common Stock available for public sale; | | | | | any major change in the Companys board or management; | | | | | sales of substantial amounts of the Companys Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and | | | | | general economic and political conditions such as recessions, changes in interest rates, changes in fuel prices, international currency fluctuations and acts of war or terrorism. | | Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, our investors may not be able to sell your securities at or above the price at which they were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. **** **Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.** The Company is subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq Stock Market. In particular, the Company is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on Companys business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on Companys business and results of operations. **** **If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting, and the trading price of our Common Stock may decline.** Effective internal controls over financial reporting are necessary for the Company to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause the Company to fail to meet its reporting obligations. In addition, any testing by the Company conducted in connection with Section404 (Section404) of the Sarbanes-Oxley Act of 2002, as amended (SOX) or any subsequent testing by the Companys independent registered public accounting firm, may reveal deficiencies in the Companys internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to the Companys financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in the Companys reported financial information, which could have a negative effect on the trading price of the Companys Common Stock. 50 For as long as the Company is an emerging growth company or a non-accelerated filer, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section404. An independent assessment of the effectiveness of the Companys internal controls over financial reporting could detect problems that the Companys managements assessment might not detect. Undetected material weaknesses in the Companys internal controls over financial reporting could lead to restatements of the Companys consolidated financial statements and require the Company to incur the expense of remediation. If the Company is not able to comply with the requirements of Section404 in a timely manner or it is unable to maintain proper and effective internal controls over financial reporting may not be able to produce timely and accurate consolidated financial statements. As a result, the Companys investors could lose confidence in its reported financial information, the market price of the Common Stock could decline, and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities. **** **Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of SOX, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of SOX could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business. In the future, our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.** As a public company, we are subject to certain reporting requirements of the Exchange Act and have significant requirements for enhanced financial reporting and internal controls. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our operating results. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some people, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected. In addition, we are required, pursuant to Section 404 of the SarbanesOxley Act of 2002, as amended (SOX), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert managements attention from other matters that are important to our business. As an emerging growth company or a non-accelerated filer, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until our annual report for any fiscal year following such date that we are no longer an emerging growth company. If we are not able to maintain the requirements of Section 404 of SOX in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the adequacy of our internal controls over financial reporting. Additionally, when required, an independent assessment of the effectiveness of our internal controls over financial reporting could detect problems that our managements assessment might not. Undetected material weaknesses in our internal controls over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements. Confidence in the reliability of our consolidated financial statements also could suffer if we or our independent registered public accounting firm report a material weakness in our internal controls over financial reporting. In connection with the preparation of our consolidated financial statements for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting related to deficiencies in our controls over the accounting for complex equity arrangements, financial statement close process and in the design and operation of internal controls involving accruals and unbilled revenue. 51 We have implemented, and are continuing to implement, measures designed to improve our internal control over financial reporting to remediate these material weaknesses. These measures include formalizing our processes and internal control documentation, strengthening supervisory reviews by our financial management, engaging financial consultants to enable the implementation of internal control over financial reporting, and enhancing the functionality of our enterprise resource planning system to support certain key financial processes and controls and enforce certain segregation of duties through automation and approval workflows. We expect to incur additional costs to remediate the control deficiencies identified, though there can be no assurance that our efforts will be successful or avoid potential future material weaknesses. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We also could become subject to investigations by Nasdaq, the SEC or other regulatory authorities. Our internal resources and personnel may in the future be insufficient to avoid accounting errors and there can be no assurance that we will not have additional material weaknesses in the future. Any failure to develop or maintain effective controls or any difficulties encountered implementing required new or improved controls could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls, procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. **** **If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Common Stock, the price of our Common Stock could decline.** The trading market for our Common Stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract new research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our Common Stock, or if our reporting results do not meet their expectations, the market price of our Common Stock could decline. **** **Sales, or the perception of sales, of our common stock by us or our existing stockholders in the public market could cause the market price for our common stock to decline.** The sale of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon the expiration or waiver of certain lock-up restrictions, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule144. As restrictions on resale end, the market price of shares of our Common Stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Common Stock or other securities. 52 In addition, the shares of our Common Stock reserved for future issuance under the Spectral AI, Inc. 2023 Equity Incentive Plan are eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale by affiliates under Rule144, as applicable. The number of shares reserved for future issuance under the Equity Incentive Plan as of December 31, 2025, was 3,730,684 shares. **** **Warrants are exercisable for Company Common Stock, which would increase the number of shares eligible for resale in the public market and result in dilution to our stockholders.** Outstanding warrants to purchase an aggregate of 8,433,333 shares of Common Stock are exercisable in accordance with the terms of the Warrant Agreement governing those securities. Each warrant originally entitled the registered holder to purchase one share of Common Stock at a price of $11.50 per full share. In November 2024, the Company reduced the exercise price from $11.50 per full share to $2.75 per full share. Pursuant to the Warrant Agreement, a holder of Warrants may exercise its Warrants only for a whole number of shares. This means that only a whole warrant may be exercised at any given time by a holder of Warrants. To the extent such warrants are exercised, additional shares of the Common Stock will be issued, which will result in dilution to the holders of the Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of the Common Stock. **Item 1.B. Unresolved Staff Comments.** **** None. **Item 1.C. Cybersecurity.** Risk Management and Strategy **** The Company manages cybersecurity risk as part of our overall enterprise risk management strategy, which is overseen by the Audit Committee and the Board. The Company employs robust cybersecurity and data privacy programs to assess, identify and manage material risks from cybersecurity threats. We are constantly evolving our cyber defenses to minimize impacts from cyber threats by using a multi-pronged approach that helps safeguard our assets and data. We are particularly focused on addressing emerging cybersecurity risks, including human risk, as phishing attacks remain one of the most common causes of data breaches; third-party supply chain risks, as threat actors continue to target supply chains to compromise a greater number of victims; and geopolitical risk, as tensions and conflicts around the world are often accompanied by an increase in sabotage, espionage and cyber-attacks. As threat actors frequently target employees to gain access to information and systems, we have a comprehensive human risk management program that educates our workforce on threats they face as a first line of defense, and includes elements addressing phishing, malware, data handling, device security, cybersecurity education, password security, internet browsing and defenses to physical threats. Our employees are exposed to cybersecurity awareness training and training to keep pace with industry standards, evolving challenges and innovative solutions with respect to information security, data privacy, and cybersecurity risks to the organization. Additionally, we employ a multi-layered approach in our application of cybersecurity technologies to help safeguard our systems, networks, and data from potential cybersecurity threats. To support our preparedness, we have a cybersecurity incident response plan (CIRP) that we regularly update as business needs and the security landscapes change. In the event of a cybersecurity incident, our incident response team refers to our CIRP and existing management internal controls and disclosure processes. Pursuant to this process, designated personnel are responsible for assessing the severity of the incident and any associated threats, containing and resolving the incident as quickly as possible, managing any damage to the Companys systems and networks, minimizing the impact on the Companys stakeholders, analyzing and executing upon internal reporting obligations, escalating information about the incident to senior management, as appropriate, and performing post-incident analysis and program enhancements, as needed. We perform periodic tabletop exercises annually to test our incident response procedures, identify gaps and improvement opportunities and exercise team preparedness. 53 We recognize that third parties that provide services to the Company can be subject to cybersecurity incidents that could impact the Company. To manage third-party risk, we maintain a third-party risk management program, which is designed to assess the security controls of our third parties. The assessment methodology is based on risk and relies on the data, access, connectivity, and criticality of the services that the third-party offers. We maintain relationships with legal counsel to inform our cybersecurity and data privacy programs. As of December 31, 2025, and through the date of this filing, we are not aware of any material cybersecurity incidents that have impacted the Company. We face risks of incidents, whether through cyber-attacks or cyber intrusions through the Cloud, the Internet, phishing attempts, ransomware and other forms of malware, computer viruses, email attachments, extortion, and other scams. Although we make efforts to maintain the security and integrity of our information technology systems, these systems and the proprietary, confidential and personal information that resides on or is transmitted through them, are subject to the risk of a cybersecurity incident or disruption, and there can be no assurance that our security efforts and measures, and those of our third-party vendors, will prevent breakdowns or incidents to our or our third-party vendors systems that could adversely affect our business. **Governance** The Companys cybersecurity and data privacy programs are implemented and overseen by the Companys designated director of information systems (IT Director) and senior management. The information security team responsible for managing and implementing the Companys cybersecurity and data privacy programs has many years of valuable business experience managing risks from cybersecurity threats and data privacy breaches and developing and implementing cybersecurity and data privacy policies and procedures. Our Audit Committee, which consists solely of independent directors, oversees the Companys overall enterprise risk assessment and risk management policies and guidelines, including risks related to cybersecurity matters. Our Audit Committee reviews, discusses with management and oversees the Companys information security and data protection programs. In particular, the Audit Committee receives periodic updates from the IT Director, internal audit function and other members of management on significant cybersecurity and data privacy threats to our systems and the potential impact on the Companys business, financial results, operations, and reputation, risk management strategies, including information governance and security policies and programs, program assessments, planned improvements, major legislative and regulatory developments that could materially impact the Companys cybersecurity and data privacy policies and programs, and status of information security initiatives, including an appropriate threat assessment relating to information technology risks. The Board also receives similar cybersecurity updates directly from the IT Director and other members of management at least annually, and as needed from time to time. **** **Item 2. Properties**. We currently maintain our executive offices, which are located at 2515 McKinney Avenue, Suite 1000, Dallas, TX 75201. The cost for this space is approximately $105,000 per month. We also maintain an office space in the United Kingdom at Orion House, Bessemer Road, Welwyn Garden City, Herts Al7 1HH. The cost for this space is $14,000 per month. We consider our current office space adequate for our current operations. **Item 3. Legal Proceedings**. The Company is not a party to any material legal proceedings or pending claims. The Company is aware of a material threatened claim that it believes is without merit. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.To our knowledge, there is not any material legal proceeding threatened against any of our officers or directors in their corporate capacity. **Item 4. Mine Safety Disclosures**. None. **** 54 **** **PART II.** **** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**. **Market Information** **** Following the Business Combination, our Common Stock began trading on Nasdaq on September 12, 2023. The shares of Common Stock and our redeemable warrants trade on Nasdaq under the symbols MDAI and MDAIW, respectively. **Holders** **** As of March 23, 2025, there were at least 8,000 holders of record of 31,823,895 shares of our Common Stock and at least 12 holders of record of our redeemable warrants. **Dividends** We have not declared or paid any dividends on our capital stock to date. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Board deems relevant. **Securities Authorized for Issuance Under Equity Compensation Plans** In 2025, we awarded options and restricted stock units to key employees (including our named executive officers) for retention, engagement and bonus compensation awards. These awards are designed to align a portion of our named executive officers compensation with the interests of our existing stockholders and to build retention value by incentivizing our named executive officers to remain in our service. **2023 Long Term Incentive Plan** On May 14, 2024, the Companys shareholders approved the adoption of the 2023 Long Term Incentive Plan (the 2023 Plan) which permits granting of incentive stock options (they must meet all statutory requirements), non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, and other cash-based or stock-based awards. The options, restricted stock units and other securities issued pursuant to previous plans were replaced with a corresponding award to be issued pursuant to the 2023 Plan. The maximum aggregate number of shares that may be issued under the Plan shall not exceed 8,000,000. The Board of Directors may increase the number of shares in the Plan by adding additional shares on January 1st of each year for a period of up to ten years, commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of stock outstanding on December 31st of the preceding calendar year, and (ii) an amount determined by the Board of Directors. No new shares were added to the Plan in 2025. Pursuant to the 2023 Plan, stock options must expire within 10 years and must be granted with exercise prices of no less than the fair value of the common stock on the grant date, as determined by the Board of Directors. As of December 31, 2025, under the 2023 Plan, 3,857,136 shares of common stock were issuable upon exercise of outstanding options and 9,700 restricted stock units (RSUs) were issuable. Under the 2023 Plan, 3,730,684 shares remain available for issuance through grants of future options. RSUs awarded under the 2023 Plan for the purchase of common stock will vest based on continued service which is generally three years or based on the achievement of market terms as set forth in the individual awards. The grant date fair value of the award will be recognized as compensation expense over the requisite service period. The fair value of the RSUs is estimated on the date of grant based on the fair value of the Companys common stock. The 2023 Plan provides that the Compensation Committee shall determine the vesting conditions of awards granted under the 2023 Plan, and the Compensation Committee has, from time-to-time, approved vesting schedules for certain awards that deviate from the vesting conditions described in the previous sentence. 55 **Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings** **** **Unregistered Securities** None. **** **Item 6. [Reserved].** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations**. *You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (the Annual Report). Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled Risk Factors, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.* **** **Overview** We are an artificial intelligence (AI) company focused on predictive medical diagnostics. We operate in one segment. Currently, we are devoting substantially all of our efforts towards research and development of our DeepView System, an internally developed multi-spectral imaging device that has previously received FDA breakthrough device designation status for an earlier version. Given our receipt of the UKCA mark for burn indication on our DeepView System, we expect to begin commercialization activities in the United Kingdom in 2026. Our DeepView System uses proprietary algorithms to distinguish between damaged and healthy human tissue invisible to the naked eye, providing Day One healing assessments. DeepViews output is specifically engineered to allow the physician to make a more accurate, timely and informed decision regarding the treatment of the patients wound. Our focus has been on the burn indication which is supported by the BARDA PBS contract. For burn wounds, a non-healingassessment could aid the clinician in making an immediate and objective determination for appropriate candidates for surgery, as well as determining what specific areas of the burn wound will require excision and skin grafting.The Company has completed the enrollment of 164 patients, including 49 pediatric subjects, representing the full enrollment requirements in its validation study for theDe Novo submission.In participants, the DeepView System has shownsuperiority in sensitivity and met non-inferiority margin in specificity compared to clinician assessment. These findings were corroborated by the AI models cross-validation in identifying non-healing burn regions.This represents a significant improvement above the diagnostic accuracy of burn physicians assessing the samepopulation. In addition to ourvalidationstudy, we have conducted three large clinical studies with multiple sites across the UnitedStates, enrollingmore than 400patients,including adult and pediatric burn patients. We have not generated any product revenue to date. We have received substantial support from the U.S.government for our DeepView Systems application for burn wounds, particularly from the Biomedical Advanced Research and Development Authority (BARDA), which is part of the HHS Office of the Assistant Secretary for Preparedness and Response in the UnitedStates, established to aid in securing the UnitedStates from chemical, biological, radiological, and nuclear threats, as well as from pandemic influenza and emerging infectious diseases. We have also received funding from the National Science Foundation (the NSF), the National Institute of Health (the NIH) and the Defense Health Agency (the DHA).Since 2013, we have received approximately $281.9 million in funding awards from government contracts, primarily from BARDA, which accounts for $272.9 million. This has allowed us to develop our technology and further our clinical trials. 56 In September 2023, we executed our third contract with BARDA for a multi-year Project BioShield (PBS) agreement, valued at up to approximately $150.0 million (the PBS BARDA Contract). This multi-year contract includes an initial award of nearly $54.9 million to support the clinical validation and FDA clearance of our DeepView Systemfor commercial marketing and distribution purposes, which we expect to continue through the first quarter of 2026. This contract funding is non-dilutiveto our shareholders, and we believe it validates the important nature of our mission and technology. In addition to our PBS BARDA Contract, we received a $4.0million grant award from the Medical Technology Enterprise Consortium (MTEC) in April 2023, which, building on prior awards from DHA, is to be used to support military battlefield burn evaluation via a handheld version of the DeepView System (the MTEC Agreement). In August 2024, the MTEC award was increased to $4.9 million and was extended to run through December 2025 with funding dependent on various milestones. In December 2025, the MTEC contract was extended to run through June 2026. In March 2024, we received an additional $0.5 million award from the DHA to further this development, for a total contract value of approximately $2.8 million. Once commercialized, we anticipate that the DeepView System will have two revenue streams, a SaMD (software as a medical device) model, and an imaging device component. The SaMD model applies a SaaS (software as a service) treatment for the DeepView System which will feature a software licensing fee that includes maintenance, image hosting, and access to algorithm updates. The proprietary imaging device accesses artificial intelligence algorithms and is a universal platform to house multiple clinical applications. Pricing for these components will be evaluated and strategically set per country and site-of-servicefor heightened customer adoption. **** **Business Combination** On September 12, 2023, following completion of the Business Combination, the Company began trading its shares of the Company Common Stock and the Public Warrants on the Nasdaq Global Market (the Nasdaq) under the symbols MDAI and MDAIW, respectively. **Financial Operations Overview** **** **Research and Development Revenue** **** To date we have not generated any revenues from the sale or license of our products. Our primary source of revenue is research and development revenue. Currently, we are highly dependent upon the reimbursements from BARDA for the burn diagnostic testing of our DeepView System and other U.S. government awards. The Company recognizes revenue from the sale of its products in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). The provisions of ASC 606 require the following steps to determine revenue recognition: (1) identify the contract(s) with a customer (2) identify the performance obligations in the contract (3) determine the transaction price (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Companys product revenue is recognized at a point in time when the performance obligation is satisfied by transferring control of the promised goods or services to a customer. Our research and development revenue is affected by the amount of research and development that is expended each month with respect to our contract with BARDA and other U.S. governmental contract awards, such as our grant under the MTEC Agreement which we earn based on the achievement of milestones and performance milestones. Our revenue growth is dependent upon a number of factors, including expanding the research and development activities under the BARDA contract, research and development reimbursed expenses relating to other contract awards from U.S. governmental agencies and the intended future commercial sales of our DeepView System. See Liquidity and Capital Resources for additional information. **** **Cost of Revenue** **** Our cost of revenues consists primarily of direct and indirect costs associated with the research and development activities relating to the BARDA and MTEC contracts. Our cost of revenue is affected by the extent of research and development activities as well as expansion of work on other U.S. governmental projects and the expanded applications for our DeepView System. **** 57 **** **Gross Profit** Gross profit may vary from period-to-period and is primarily affected by the current reimbursement rates under the BARDA contract and other U.S. governmental contract awards. These reimbursement rates are fixed under the BARDA contract. Under the BARDA contract our gross profit represents this reimbursement rate plus a fixed fee component relating to non-reimbursed expenses incurred in connection with the work completed. Under the other fixed fee U.S. governmental contract awards our gross profit corresponds to the achievement of pre-determined milestones. **** **Operating Expenses** **** Operating costs and expenses consist of general and administrative expenses. These expenses primarily relate to salaries and related costs of our organizations support and operations staff, consulting fees, rent, insurance and office expenses, and our non-revenue generating research and development expenses, primarily related to salaries and related costs and consulting fees. **Other Income (Expense)** **** In 2025, other income (expense) consists of net interest expense, borrowing related costs related to the Avenue Financing, fees related to the Hudson Bay Financing, change in the fair value of warrant liability, and foreign exchange transaction gains/losses. In 2024, other income (expense) consists of fees incurred in connection with the Yorkville transaction and B. Riley purchase agreement, net interest income, borrowing related costs related to the Yorkville convertible notes, including the 8% original issue discount per each Pre-Paid Advance, change in fair value of notes payable, change in fair value of warrant liabilities, changes in fair value of derivatives, and foreign exchange transaction gains/losses. Historic foreign exchange transaction loss primarily relates to changes in the exchange rate between the U.S.dollar and the British pound sterling for our deposit accounts that are denominated in British pound sterling. In addition, this amount includes costs associated with currency translation costs associated with purchasing British pound sterling for payment of our employees and vendors in the UK. **** **Key Operating and Financial Metrics** We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented are useful in evaluating our operating performance, as they are similar to measures by our public competitors and are regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is a non-GAAPmeasure, as it is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for net (loss) income, calculated in accordance with GAAP.See Non-GAAPFinancial Measures for additional information on adopted non-GAAPfinancial measures and a reconciliation of these non-GAAPmeasures to the most comparable GAAP measures. **Comparison of Years Ended December 31, 2025 and 2024** **** The following table summarizes these metrics for the years ended December 31, 2025 and 2024 (in thousands): | | | Year Ended December 31, | | | | | | | | | 2025 | | | 2024(1) | | | Change | | | | Research and development revenue | | $ | 19,650 | | | $ | 29,581 | | | $ | (9,931 | ) | | | Gross profit | | | 8,925 | | | | 13,274 | | | | (4,349 | ) | | | Gross margin | | | 45.4 | % | | | 44.9 | % | | | 0.5 | % | | | Operating loss | | | (8,603 | ) | | | (6,582 | ) | | | (2,021 | ) | | | Net loss | | | (7,571 | ) | | | (15,158 | ) | | | 7,587 | | | | Adjusted EBITDA | | | (7,417 | ) | | | (5,540 | ) | | | (1,877 | ) | | | (1) | Reflects an adjustment of $157,000 to the income tax provision during the year ended December 31, 2024. See further discussion in Note 1. | | See Non-GAAP Financial Measures below for a reconciliation of net loss to Adjusted EBITDA. **** 58 **** **Research and Development Revenue** We define research and development revenue as revenue generated from the research, testing and development of our DeepView System as utilized in connection with our burn indication. This research and development revenue reflects applied research and experimental development costs relating to our burn application as developed in connection with our BARDA, MTEC and DHA contracts. **Gross Profit and Gross Margin** We define gross profit as research and development revenue, less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue. Gross profit and gross margin can be used to understand our financial performance and efficiency and as we begin commercialization, it will allow investors to evaluate our pricing strategy and compare against our competitors. Our management uses these metrics to make strategic decisions, pricing decisions, identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward. **** **Adjusted EBITDA** We define adjusted earnings before interest, tax, depreciation and amortization (Adjusted EBITDA) as net loss excluding income taxes, depreciation of property and equipment, net interest income, stock compensation, transaction costs and any non-operating financial income and expense. See Non-GAAPFinancial Measures for a reconciliation of GAAP net loss to Adjusted EBITDA. **** **Key Factors that May Influence Future Results of Operations** Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below. ** *Revenue Sources.*As a pre-commercializationcompany, we currently generate revenue almost exclusively from two U.S.governmental agencies. We are highly dependent upon the continuation of the existing U.S.governmental contract awards, as well as future governmental procurement or other awards. Our operating results may not be comparable between periods as the timing and amount of awards or procurements from the U.S.government may be inconsistent with the timing of prior awards and the phasing of the development study schedules may be different. Our revenues may continue to be almost exclusively dependent upon the terms of those awards. ** *Gross Margin.*When we begin commercial sales of the DeepView System, we may need to determine lower pricing and incentives to accelerate adoption and implementation of the DeepView System, which may negatively impact future revenue and gross margin percentages. ** *Managing our Supply Chain.*We are reliant on contract manufacturers and suppliers to produce our components. While we have not been subject to any disruptions in our current limited production, we may be subject to component shortages, which may cause delays in critical components and inventory, longer lead times, increased costs and delays in product shipments. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we do not maintain sole-sourcesuppliers, there is a concentration of suppliers which could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, it could delay the manufacturing and installation of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. **** 59 **** **Results of Operations** **** The following table summarizes of our results of operations for the years ended December 31, 2025 and 2024 (in thousands): | | | Year Ended December 31, | | | | | | | | | 2025 | | | 2024(1) | | | Change | | | | Research and development revenue | | $ | 19,650 | | | $ | 29,581 | | | $ | (9,931 | ) | | | Cost of revenue | | | (10,725 | ) | | | (16,307 | ) | | | 5,582 | | | | Gross profit | | | 8,925 | | | | 13,274 | | | | (4,349 | ) | | | | | | | | | | | | | | | | | | Operating costs and expenses: | | | | | | | | | | | | | | | General and administrative | | | 17,528 | | | | 19,856 | | | | (2,328 | ) | | | Total operating costs and expenses | | | 17,528 | | | | 19,856 | | | | (2,328 | ) | | | Operating loss | | | (8,603 | ) | | | (6,582 | ) | | | (2,021 | ) | | | | | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | | | | | Net interest income (expense) | | | (886 | ) | | | 14 | | | | (900 | ) | | | Financing related costs | | | (1,051 | ) | | | (2,965 | ) | | | 1,914 | | | | Amortization of debt discount | | | (455 | ) | | | - | | | | (455 | ) | | | Change in fair value of warrant liabilities | | | 3,249 | | | | (4,633 | ) | | | 7,882 | | | | Change in fair value of notes payable | | | 220 | | | | (220 | ) | | | 440 | | | | Foreign exchange transaction loss, net | | | (34 | ) | | | (43 | ) | | | 9 | | | | Transaction costs | | | - | | | | (615 | ) | | | 615 | | | | Total other income (expense), net | | | 1,043 | | | | (8,462 | ) | | | 9,505 | | | | Loss before income taxes | | | (7,560 | ) | | | (15,044 | ) | | | 7,484 | | | | Income tax provision | | | (11 | ) | | | (114 | ) | | | 103 | | | | Net loss | | $ | (7,571 | ) | | $ | (15,158 | ) | | $ | 7,587 | | | | (1) | Reflects an adjustment of $157,000 to the income tax provision during the year ended December 31, 2024. See further discussion in Note 1. | | **Research and development revenue** **** | | | Year Ended December 31, | | | Change in | | | | | | 2025 | | | 2024 | | | $ | | | % | | | | | | | | | | | | | | | | | | | | | | | Research and development revenue | | $ | 19,650 | | | $ | 29,581 | | | $ | (9,931 | ) | | | (33.6 | )% | | Research and development revenue was $19,650, for the year ended December 31, 2025, a decrease of 33.6% compared to the comparable period in 2024, reflecting a decrease in the completed work under the PBS BARDA Contract as the contract progressed to the end of the base phase of such contract and consistent revenue in the awards and work performed under the Companys other U.S. governmental contracts. 60 For the year ended December 31, 2025 and 2024, the Companys revenues disaggregated by the major sources was as follows: | | | Year Ended December 31, | | | Change in | | | | | | 2025 | | | 2024 | | | $ | | | % | | | | | | | | | | | | | BARDA | | $ | 17,700 | | | $ | 27,903 | | | $ | (10,203 | ) | | | (36.6 | )% | | | Other U.S. governmental authorities | | | 1,950 | | | | 1,678 | | | | 272 | | | | 16.2 | % | | | Total research and development revenue | | $ | 19,650 | | | $ | 29,581 | | | $ | (9,931 | ) | | | (33.6 | )% | | **Cost of Revenues and Gross Profit** **** | | | Year Ended December 31, | | | Change in | | | | | | 2025 | | | 2024 | | | $ | | | % | | | | | | | | | | | | | Cost of revenue | | $ | 10,725 | | | $ | 16,307 | | | $ | (5,582 | ) | | | (34.2 | )% | | | Gross profit | | | 8,925 | | | | 13,274 | | | | (4,349 | ) | | | (32.8 | )% | | | Gross margin | | | 45.4 | % | | | 44.9 | % | | | | | | | | | | **** Cost of revenue for the year ended December 31, 2025 was $10.7 million, a decrease of 34.2% compared to the comparable period in 2024, due to decreased development activity to fulfill our U.S. governmental contracts, consistent with the decrease in research and development revenue. Gross margin for the year ended December 31, 2025 was 45.4%, an increase from 44.9% as compared to the comparable period in 2024, due to slightly more direct labor attributed to the PBS BARDA Contract as a component of the overall development activity. **** **General and Administrative Expense** **** | | | Year Ended December 31, | | | Change in | | | | | | 2025 | | | 2024 | | | $ | | | % | | | | | | | | | | | | | | | | | | | | | | | General and administrative expense | | $ | 17,528 | | | $ | 19,856 | | | $ | (2,328 | ) | | | (11.7 | )% | | General and administrative expense was $17.5 million, for the year ended December 31, 2025, a decrease of 11.7% as compared to the comparable period in 2024. Non-revenue generating research and development activities have decreased by approximately $2.6 million for the year ended December 31, 2025 compared to the comparable period in 2024 offset by an increase of approximately $0.6 million related to other administrative expenses for the year ended December 31, 2025, compared to the comparable period in 2024. This expense also reflects a decrease in the overall headcount at the Company from the prior year. **** 61 **** **Other income (expense)** | | | Year Ended December 31, | | | Change in | | | | | | 2025 | | | 2024 | | | $ | | | | | | | | | | Net interest (expense) income | | $ | (886 | ) | | $ | 14 | | | $ | (900 | ) | | | Financing related costs | | | (1,051 | ) | | | (2,965 | ) | | | 1,914 | | | | Amortization of debt discount | | | (455 | ) | | | - | | | | (455 | ) | | | Change in fair value of warrant liabilities | | | 3,249 | | | | (4,633 | ) | | | 7,882 | | | | Change in fair value of notes payable | | | 220 | | | | (220 | ) | | | 440 | | | | Foreign exchange transaction loss, net | | | (34 | ) | | | (43 | ) | | | 9 | | | | Other expenses, including transaction costs | | | - | | | | (615 | ) | | | 615 | | | | Total other income (expense), net | | $ | 1,043 | | | $ | (8,462 | ) | | $ | 9,505 | | | Net interest expense for the year ended December 31, 2025 primarily relates to interest expense associated with the Avenue Financing. Financing related costs decreased $1.9 million for the year ended December 31, 2025, as compared to the comparable period in 2024 primarily due to the elimination of the expenses relating to the Companys prior financings that were expensed during fiscal year 2024. Amortization of debt discount of $0.5 million for the year ended December 31, 2025 relates to amortization of the discount on the Avenue note payable. Change in fair value of warrant liabilities increased by approximately $7.9 million for the year ended December 31, 2025 as compared to the comparable period in 2024. Change in fair value of warrant liabilities was an expense of $3.2 million for the year ended December 31, 2025, as compared to a benefit of ($4.6) million for same period in 2024. The changes reflect fluctuations in the fair value of the Companys warrants during the year ended December 31, 2025. The Companys warrants are classified as liabilities and remeasured to fair value at each reporting period, with changes recognized in net loss. As a result, fluctuations in the warrant price of Public Warrants and fluctuations in the fair value of other outstanding warrants may cause significant non-cash gains or losses, leading to volatility in reported net loss. Change in fair value of notes payable increased by approximately $0.4 million for the year ended December 31, 2025, as compared to the comparable period in 2024, which reflects the change in fair value of the Yorkville convertible note accounted for under the fair value option. **** Foreign exchange transaction loss for the year ended December 31, 2025 and 2024 is immaterial due to lower balances in our deposit accounts and accounts payable denominated in British pound sterling and less fluctuation in the exchange rate between the U.S. dollar and the British pound sterling. In addition, these amounts includes costs associated with buying British pound sterling for payment of our employees and vendors in the UK. Other income (expenses), including transaction costs for the year ended December 31, 2024 primarily relating to non-recurring legal, professional, and service fees incurred in connection with the Yorkville transaction and B. Riley purchase agreement. **** **Non-GAAP Financial Measures** We use Adjusted EBITDA as a non-GAAP metric when measuring performance, including when measuring current period results against prior periods Adjusted EBITDA.This non-GAAP financial measure should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, Adjusted EBITDA should not be construed as an indicator of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that it fails to address. 62 Because of their non-standardized definitions, non-GAAP measures (unlike GAAP measures) may not be comparable to the calculation of similar measures of other companies. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Supplemental non-GAAP measures are presented solely to permit investors to more fully understand how Spectral AIs management assesses underlying performance. **** **Adjusted EBITDA** We define Adjusted EBITDA as net loss excluding income taxes, depreciation of property and equipment, net interest income, stock compensation, transaction costs and any non-operating financial income and expense. The following table presents our Adjusted EBITDA for the years ended December 31, 2025 and 2024 (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024(1) | | | | Net loss | | $ | (7,571 | ) | | $ | (15,158 | ) | | | Adjust: | | | | | | | | | | | Depreciation expense | | | 71 | | | | 10 | | | | Provision for income taxes | | | 11 | | | | 114 | | | | Net interest expense (income) | | | 886 | | | | (14 | ) | | | EBITDA | | | (6,603 | ) | | | (15,048 | ) | | | Additional adjustments: | | | | | | | | | | | Stock-based compensation | | | 1,115 | | | | 1,032 | | | | Financing related costs | | | 1,051 | | | | 2,965 | | | | Amortization of debt discount | | | 455 | | | | - | | | | Change in fair value of warrant liabilities | | | (3,249 | ) | | | 4,633 | | | | Change in fair value of notes payable | | | (220 | ) | | | 220 | | | | Foreign exchange transaction loss, net | | | 34 | | | | 43 | | | | Other (income) expenses, including transaction costs | | | - | | | | 615 | | | | Adjusted EBITDA | | $ | (7,417 | ) | | $ | (5,540 | ) | | **** | (1) | Reflects an adjustment of $157,000 to the income tax provision during the year ended December 31, 2024. See further discussion in Note 1. | | **Liquidity and Capital Resources** **** **Sources of Liquidity** As of December 31, 2025, we had approximately $15.4 million in cash, notes payable of $8.4 million, of which $5.5 million represents long-term debt. We had an accumulated deficit of approximately $55.8 million. The Company incurred a net loss of $7.6 million during the year ended December 31, 2025 and had working capital (current assets less current liabilities) of approximately ($1.2) million as of December 31, 2025. Net cash used in operating activities was $9.9 million for the year ended December 31, 2025. On October 22, 2025, the Company entered into a securities purchase agreement, by and between Spectral AI, Inc. and Hudson Bay Master Fund Ltd., which provided for the issuance and sale of 3.1 million shares of Common Stock, at an offering price of $1.90 per share. In addition, in a concurrent private placement, the Company issued and sold warrants for the purchase of up to 4.0 million shares of Common Stock and pre-funded warrants to purchase up to 0.9 million shares of common stock, for aggregate gross proceeds of $7.6 million (such transaction, the Hudson Bay Financing). Each warrant has an exercise price per share of $2.51 and will be exercisable on the earlier of (a) the effective date of stockholder approval for the issuance of shares of Common Stock underlying the warrants and (b) the date that is six months following the issuance date of the warrants and will have a term of five (5) years from such issuance date. 63 On March 21, 2025, the Company entered into a (i) Loan and Security Agreement (the LSA), by and among the Company, Spectral MD Holdings LLC, Spectral MD, Inc. and Avenue Venture Opportunities Fund II, L.P., a fund of Avenue Capital Group, as administrative agent and collateral agent and as a lender (Avenue) and (ii) Supplement to Loan and Security Agreement (the Supplement), by and among the Company, Spectral MD Holdings LLC, Spectral MD, Inc. and Avenue. Pursuant to the LSA and Supplement, the Company has the ability to borrow up to $15.0 million in funding from Avenue with an initial draw down of $8.5 million (such transaction, the Avenue Financing). The loans under the LSA mature on March 1, 2028, with an interest-only payment period of no less than 15 months, which can be extended to 24 months upon the achievement of certain milestones prior to the end of such 15-month period as described in the Tranche 2 Milestone Date (as defined in the Supplement). The Tranche 2 Commitment (as defined in the Supplement) includes an additional $6.5 million in debt financing and is contingent upon, among other things, (i) U.S. Food and Drug Administrations (FDA) clearance of the Companys DeepView System and (ii) an additional $7.0 million equity raise to be completed by the Company. The Avenue Financing also included warrant coverage equal to 8.5% of the total funding commitment from Avenue, with an exercise price equal to the lower of (i) average of the daily volume weighted average price of Common Stock as reported for each of five (5) consecutive trading days, determined as of the end of the trading on the last trading day before the date of issuance, which was $1.66 and (ii) the lowest price per share paid to the Company by cash investors for Common Stock issued in any sale of Common Stock in a bona-fide equity raising that closes at any time commencing from March 21, 2025 through (but excluding) December 31, 2025. On March 21, 2025, as a condition to the Avenue Financing, the Company entered into securities purchase agreements with certain investors in the United States and the United Kingdom for the sale of an aggregate of 2,076,923 shares of the Companys Common Stock, at an offering price of $1.30 per Share which raised an additional $2.7 million. In November and December 2024, the Company issued 3,896,781 shares for aggregate net proceeds of approximately $4.5 million to certain institutional investors through at-the market equity issuances, stock option exercises and the conversion of the Companys wholly-owned subsidiary, Spectral IP, Inc. (Spectral IP), convertible promissory note into shares of the Companys common stock. We have historically funded our operations through the issuance of notes and the sale of common stock, along with payments under governmental contracts for research and development activity. In September 2023, the Company executed its third contract with BARDA for a multi-year PBS BARDA Contract, valued at up to approximately $150.0 million. This multi-year contract includes an initial award of nearly $54.9 million to support the clinical validation and FDA clearance of DeepView for commercial development and distribution purposes. The Company completed the second contract with BARDA, referred to as BARDA Burn II, which was signed in July 2019 and completed in November 2023. Under this contract, the Company furthered the DeepView System design, developed the AI algorithm, and took steps to obtain FDA approval. On March 18, 2026, the Company announced that it has received a contract modification from BARDA for the advancement of $31.7 millionfrom its existing contract with BARDA which included (i) a no-cost extension of the base phase of the contract, and (ii) the acceleration of certain parts of the next phase of such contract. As part of this funding advance, the Company has committed to fund $9.7 millionof the total overall development costs associated with these feature advancements. This funding comes as part of an ongoing partnership with BARDA, which has committed $54.9 million to date under the contract with an overall value of approximately $150 million. 64 In April 2023, the Company received a $4.0 million grant under the MTEC Agreement, which was increased to $4.9 million in August 2024. In December 2025, the MTEC contract was extended to run through June 2026. The MTEC Agreement is for the development of a handheld version of the DeepView System which is to be used to support military battlefield burn evaluation. The project has three phases, beginning with planning, design and testing; followed by development, design modification and buildout of the handheld device; and then the manufacturing of the handheld device. Based on our current operating plan, we believe that our cash and cash equivalents, together with the PBS BARDA Contract, the MTEC Agreement, the Avenue Financing, the Yorkville SEPA and the Hudson Bay Financing, will be sufficient to fund operations for at least one year beyond the release date of these consolidated financial statements. We have based this determination on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. The Company may continue to conserve our working capital and to focus our efforts primarily on the burn indication. Changing circumstances could also cause us to consume capital significantly faster than we currently anticipate, and we may need to raise capital sooner or in greater amounts than currently expected because of circumstances beyond our control. Changes in the current equity markets may also limit our ability to utilize the Companys resale registration statement pursuant to Form S-3 as currently structured. To the extent additional capital is necessary, there are no assurances that we will be able to raise additional capital on favorable terms or at all, and therefore we may not be able to execute our business plans and the continued work on indications beyond expanding our burn indication. Our future capital requirements will depend on many factors, including the revenue growth rate, the success of future product development and capital investment required, and the timing and extent of spending to support further sales and marketing and research and development efforts. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected. **** **Cash Flows** **** The following table summarizes our cash flows for the years ended December 31, 2025 and 2024 (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Net cash used in operating activities | | $ | (9,920 | ) | | $ | (9,199 | ) | | | Net cash provided by financing activities | | | 20,120 | | | | 9,575 | | | ** *Cash Flows Used in Operating Activities* Net cash used in operating activities increased by approximately $1.4 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024 primarily driven by changes in accounts receivable, prepaid expenses, operating liabilities including accrued expenses and deferred revenue. The higher net loss is a result of reduced reimbursed research and development revenue based on lower BARDA activity and lower non-operating transaction costs in the year ended December 31, 2025 compared to the year ended December 31, 2024. ** *Cash Flows Provided by Financing Activities* Net cash provided by financing activities increased approximately $11.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This was primarily attributable to $8.3 million of proceeds from the Avenue Financing and, $10.7 million of proceeds from the sale of the Companys Common Stock and warrants, partially offset by $1.5 million of repayments of notes payable issued in 2024. **** **Current Indebtedness** The Company has the ability under the LSA to borrow up to $15.0 million in funding from Avenue with an initial draw down of $8.5 million from the Avenue Financing occurring in 2025. 65 The loans under the LSA mature on March 1, 2028, with an interest-only payment period of no less than 15 months, which can be extended to 24 months upon the achievement of certain milestones prior to the end of such 15-month period as described in the Tranche 2 Milestone Date (as defined in the Supplement). The Tranche 2 Commitment (as defined in the Supplement) includes an additional $6.5 million in debt financing and is contingent upon, among other things, (i) U.S. FDAs approval of the Companys De Novo submission of the DeepView System and (ii) an additional $7.0 million equity raise to be completed by the Company. The Avenue Financing also includes warrant coverage equal to 8.5% of the total funding commitment from Avenue, with an exercise price equal to the lower of (i) average of the daily volume weighted average price of Common Stock as reported for each of five (5) consecutive trading days, determined as of the end of the trading on the last trading day before the date of issuance, which was $1.66 and (ii) the lowest price per share paid to the Company by cash investors for Common Stock issued in any sale of Common Stock in a bona-fide equity raising that closes at any time commencing from March 21, 2025 through (but excluding) December 31, 2025. **** **Related Party Transactions** On March 7, 2024, the Company formed a new wholly-owned subsidiary, Spectral IP, to be utilized to acquire artificial intelligence intellectual property with a specific emphasis on healthcare. On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest shareholder for the development of its artificial intelligence intellectual property portfolio. The investment is structured as a note payable with a one-year maturity, an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Companys shareholders or if Spectral IP is sold to a third party. On October 1, 2024, the note was amended to (i) reduce the annual interest rate from8% to4%, (ii) extend the term of the note through the second anniversary of the issuance date, March 18, 2026, (iii) include a conversion feature at the option of either the holder or Spectral IP to convert the then outstanding principal and accrued but unpaid interest into shares of the Company at any time (into such number of shares calculated by taking a five percent (5.00%) discount to the closing price of the Companys common stock on the day prior to the date of notice to the Company of the exercise of the conversion right) and at maturity, respectively, and (iv) provide for registration rights of any shares of the Company issued in satisfaction of the outstanding obligations. In 2024, the holder of the note converted all of the outstanding principal and interest due and owing into shares of the Companys Common Stock. On May5, 2025, the Company entered into an intellectual property license agreement pursuant to which Spectral IP received a worldwide, non-exclusive, license to one international patent asset of the Company for the purposes of commercializing and monetizing outside the core areas of focus of the Company on market terms and conditions that are to be finalized. There were no other related party transactions for the year ended December 31, 2025. **Off-Balance Sheet Arrangements** During the periods presented, we did not have any off-balance sheet arrangements, as defined in Item303(a)(4)(ii)of SEC RegulationS-K. **** **Critical Accounting Policies** Our significant accounting policies are described in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report. We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. **Determination of the Fair Value of Equity-Based Awards** We measure stock options and other stock-based awards granted to directors, employees, and non-employees based on their fair value on the date of the grant and recognize the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. We have issued stock options, restricted stock awards and restricted stock units with time-based vesting conditions and record the expense for these awards using the ratable method. We have also issued stock options and restricted stock units that vest upon the achievement of certain market conditions. We determine the fair value of time-based vesting restricted stock awards granted based on the fair value of our common stock. We estimate the fair value of time-based vesting stock option awards granted using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and subjective assumptions we make, including the expected stock price volatility, the risk-free interest rate and expected dividends, and the contractual term as the expected term of the award. We determine the fair value of restricted stock units and stock options that vest upon the achievement of certain market conditions using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and subjective assumptions we make, including the expected stock price volatility, the expected term of the award, the risk-free interest rate and expected dividends. 66 Due to insufficient trade history of our common stock, in prior years we are unable to estimate the future volatility of our share price and instead estimate our expected volatility from the historical volatility of a representative group of publicly traded companies for which historical information is available. Beginning in the year ended December 31, 2025, we utilized the Companys historical volatility to date. The historical volatility is generally calculated based on a period of time commensurate with the expected term assumption. We use the simplified method to calculate the expected term for options granted to employees and directors, which is based on the average of the time-to-vesting and the contractual life of the options. We utilize this method as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For grants to non-employees, the relevant accounting literature allows entities to use the expected term to measure non-employee options or elect to use the contractual term as the expected term, on an award-by-award basis. The risk-free interest rate is based on a U.S. treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model and Monte Carlo simulation model to determine the estimated fair value of our stock options granted in the years ended December 31, 2025 and 2024. **Determination of the Fair Value of Warrant Liabilities** The Companys Public Warrants, Angel Warrants, Investor Warrants, Avenue Warrants and Hudson Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in our audited consolidated financial statements included elsewhere in this Annual Report. The warrant liabilities are measured at fair value at inception and on a recurring basis until exercised, with changes in fair value presented within the consolidated statement of operations. The fair value of the Public Warrants is determined using the closing price of the warrants in an active market (the NASDAQ), which is considered a Level 1 fair value measurement. We determine the value of the Angel Warrants and the Avenue Warrants using a Black-Scholes option pricing model and the Investor Warrants and Hudson Warrants using a Monte Carlo simulation model. The valuation of the Angel Warrants, Avenue Warrants, Investor Warrants, and Hudson Warrants are considered Level 3 fair value measurements because the valuations are based on significant inputs that are unobservable in the market. These models consider several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield. The Company also makes certain assumptions about the probability of certain change of control or financing events as of each valuation date. Certain inputs utilized in our valuation models may fluctuate in future periods based upon factors which are outside of the Companys control. A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of our warrant liability which could also result in material non-cash gain or loss being reported in our consolidated statement of operations. See Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model and Monte Carlo simulation model to determine the estimated fair value of the warrants as of December 31, 2025 and 2024. **Revenue Recognition for MTEC Agreement** The Company generates research and development revenue, including revenue under a grant agreement with MTEC, whereby the Company is developing a handheld version of the DeepView System which is to be used to support military battlefield burn evaluation. The MTEC Agreement provides for installment payments after the completion of milestone events. The installment payments are considered variable consideration as the entitlement depends on successful completion of research. However, the payments are not constrained from inclusion in the transaction price as it not probable that a significant reversal of cumulative revenue will be reversed when the underlying uncertainty is resolved. 67 Revenue under the MTEC Agreement is recognized over time using the cost-to-cost input method to measure progress toward completion. The Company believes this method best reflects the transfer of services to the customer, as it directly correlates incurred costs with the value delivered to the customer. Because the customer receives and benefits from ongoing access to the Companys research and development efforts as they are performed, revenue is recognized incrementally as research activities occur. The Company measures progress of performance by comparing the actual costs incurred to-date to the total estimated cost of the project. Estimated costs include our latest estimates using judgments with respect to research hours and materials costs. This method requires us to make estimates of the total costs we expect to incur and the total length of time it will take us to complete our promised research and development services. The Company will adjust the measure of progress at the end of each reporting period and reflect any changes to the estimated cost of the project on a prospective basis. Adjustments to these estimates could materially impact the timing and amount of recognized revenue. **Recent Accounting Pronouncements** See Note 2, Summary of Significant Accounting Policies, of the notes to our consolidated financial statements included elsewhere in this Form 10-K for recently adopted accounting standards and recently issued accounting standards as of the dates of the statement of financial position included in this Form 10-K. **** **Emerging Growth Company and Smaller Reporting Company Status** We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i)are no longer an emerging growth company or (ii)affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply more promptly with new or revised accounting pronouncements as of public company effective dates. In addition, as an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: | | | being permitted to present only two years of audited consolidated financial statements in addition to any required unaudited interim consolidated financial statements, with correspondingly reduced disclosure in the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations; | | | | | an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended; | | | | | reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; | | | | | exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and | | 68 We may take advantage of these provisions until the last day of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we no longer qualify as an emerging growth company. We will cease to qualify as an emerging growth company on the date that is the earliest of: (i) December 31, 2026; (ii) the last day of the fiscal year in which we have more than $1.235 billion in total annual gross revenues; (iii) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and we have been a public company for at least 12 months and have filed one annual report on Form 10-K; or (iv) the date on which we have issued more than $1.0 billion of non-convertible debt over the prior three-year period. We may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information contained herein may be different than you might obtain from other public companies in which you hold equity interests. We are also a smaller reporting company. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited consolidated financial statements in our Annual Report and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. **** **Item 7.A. Quantitative and Qualitative Disclosures about Market Risk** **** Not required. **Item 8. Financial Statements and Supplementary Data** The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An index of those financial statements is found in Item 15, Exhibits and Financial Statement Schedules, of this Annual Report on Form 10-K. **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure** **** None. **Item 9.A. Controls and Procedures.** **** **Evaluation of Disclosure Controls and Procedures** Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Material Weakness: Our financial statement close process controls, including controls over account reconciliations, transaction processing, and financial reporting review, did not operate consistently or with sufficient precision to ensure timely performance and review, including appropriate oversight of financial statement reporting. In conducting our evaluation, management used the updated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below. As discussed in Item 9A of our Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting as well as a lack of effective controls over the COSO principles including control environment, risk assessment, control activities, information and communications and monitoring as of December 31, 2025. 69 **Remediation Plan for Material Weaknesses** Remediation generally requires making changes to how controls are designed and implemented and then adhering to those changes for a sufficient period of time such that the effectiveness of those changes is demonstrated with an appropriate amount of consistency. In response to the material weakness, we implemented, and are continuing to implement and monitor, measures designed to improve our internal control over financial reporting. These efforts include: | | | engaging a professional accounting services firm, in 2024, to help us assess and commence documentation of our internal controls for complying with the Sarbanes-Oxley Act of 2002; | | | | | Engaged consultants to provide additional technical accounting expertise; | | | | | | | | | | During 2024 and 2025, enhanced functionality of our enterprise resource planning system to support certain key financial processes and controls and enforce certain segregation of duties through automation and approval workflows; and | | | | | | | | | | Improved accounting personnel by supplementing capacity gaps. We will continue to make additional accounting hires to further bolster capabilities. | | The measures we implemented are subject to continued management review supported by confirmation and testing, as well as audit committee oversight. Management and the Audit Committee remain committed to the implementation of remediation efforts to address the material weakness. We will continue to implement measures to remedy our internal control deficiencies, though there can be no assurance that our efforts will be successful or avoid potential future material weaknesses. In addition, until remediation steps have been completed and are operated for a sufficient period of time, and subsequent evaluation of their effectiveness is completed, the material weaknesses previously disclosed, and as described above, will continue to exist. **** **Managements Annual Report on Internal Control over Financial Reporting** Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated 2013 Framework. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective at the reasonable assurance level, due to the material weaknesses outlined above. We made progress in 2025 to enhance and strengthen our internal control over financial reporting. The measures we implemented are subject to continued management review supported by confirmation and testing, as well as audit committee oversight. Management remains committed to remediating these material weaknesses. We will continue to implement measures to remedy our internal control deficiencies, though there can be no assurance that our efforts will be successful or avoid potential future material weaknesses. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to an exemption established by the JOBS Act for emerging growth companies. **** **Changes in Internal Control over Financial Reporting** **** Except for the remediation efforts in connection with the material weaknesses described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. **Item 9.B. Other Information.** **** None. **Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.** **** Not Applicable. 70 **PART III.** **** **Item 10. Directors, Executive Officers and Corporate Governance**. The information required by this Item 10 is set forth under the captions Executive Officers of the Registrant, Proposal No. 1 Election of Directors and Board of Directors and Committees in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. **Item 11. Executive Compensation**. As an emerging growth company as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have opted to comply with the scaled disclosure requirements applicable to emerging growth companies. The information required by this Item 11 is set forth under the caption Executive Officer and Director Compensation in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**. The information required by this Item 12 is set forth under the captions Share Ownership and Outstanding Equity Awards at Fiscal Year End 2025 in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders and is incorporated by reference. **Item 13. Certain Relationships and Related Transactions, and Director Independence**. The information required by this Item 13 is set forth under the captions Certain Relationships and Related Transactions and Board of Directors and Committees in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. **Item 14. Principal Accountant Fees and Services**. The information required by this Item 14 will be set forth under the caption Proposal No. 2: Ratification of Independent Registered Public Accounting Firm in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. **** 71 **PART IV.** **** **Item 15. Exhibits, Financial Statement Schedules**. | (a) | The following documents are filed as part of this Annual Report on Form 10-K: | | **SPECTRAL AI, INC.** **INDEX TO FINANCIAL STATEMENTS** **** | Report of Independent Registered Public Accounting Firm (PCAOB ID: 686) | | F-2 | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | | F-3 | | | Consolidated Balance Sheets | | F-4 | | | Consolidated Statements of Operations and Comprehensive Loss | | F-5 | | | Consolidated Statements of Changes in Stockholders Equity (Deficit) | | F-6 | | | Consolidated Statements of Cash Flows | | F-7 | | | Notes to Consolidated Financial Statements | | F-8 | | F-1 **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholders and Board of Directors Spectral AI, Inc. **Opinion on the Consolidated Financial Statements** We have audited the accompanying consolidated balance sheet of Spectral AI, Inc. (the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, changes in stockholders equity (deficit), and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Forvis Mazars, LLP We have served as the Companys auditor since 2025. **Dallas, Texas** **March 24, 2026** F-2 **Report of Independent Registered Public Accounting Firm** To the Stockholders and Board of Directors Spectral AI, Inc.: *Opinion on the Consolidated Financial Statements* We have audited the accompanying consolidated balance sheet of Spectral AI, Inc.and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders equity (deficit), and cash flows for the year ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. *Basis for Opinion* These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. * We served as the Companys auditor from 2021 to 2025. Dallas, Texas March 31, 2025 F-3 **** **SPECTRAL AI, INC. CONSOLIDATED BALANCE SHEETS** **(in thousands, except share and per share data)** | | | December31, | | | December31, | | | | | | 2025 | | | 2024(1) | | | | Assets | | | | | | | | | Current assets: | | | | | | | | | Cash | | $ | 15,394 | | | $ | 5,157 | | | | Accounts receivable, net | | | 1,267 | | | | 2,505 | | | | Inventory | | | 838 | | | | 425 | | | | Prepaid expenses | | | 821 | | | | 1,289 | | | | Other current assets | | | 1,133 | | | | 746 | | | | Total current assets | | | 19,453 | | | | 10,122 | | | | | | | | | | | | | | | Non-current assets: | | | | | | | | | | | Property and equipment, net | | | 258 | | | | 2 | | | | Right-of-use assets | | | 1,407 | | | | 1,971 | | | | Other assets | | | 287 | | | | - | | | | Total Assets | | $ | 21,405 | | | $ | 12,095 | | | | | | | | | | | | | | | Commitments and contingencies (Note 7) | | | | | | | | | | | | | | | | | | | | | | Liabilities and Stockholders Equity (Deficit) | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | | $ | 3,010 | | | $ | 4,035 | | | | Accrued expenses | | | 2,341 | | | | 3,210 | | | | Deferred revenue | | | 154 | | | | 960 | | | | Lease liabilities, short-term | | | 734 | | | | 201 | | | | Notes payable | | | 2,854 | | | | 422 | | | | Notes payable at fair value | | | - | | | | 2,365 | | | | Warrant liabilities | | | 11,533 | | | | 6,451 | | | | Total current liabilities | | | 20,626 | | | | 17,644 | | | | Notes payable, long-term | | | 5,538 | | | | - | | | | Lease liabilities, long-term | | | 968 | | | | 1,702 | | | | Total Liabilities | | | 27,132 | | | | 19,346 | | | | | | | | | | | | | | | Stockholders Deficit | | | | | | | | | | | Preferred stock ($0.0001 par value); 1,000,000 shares authorized; no sharesissued and outstanding as of December 31, 2025 and December31, 2024 | | | - | | | | - | | | | Common stock ($0.0001 par value); 80,000,000 shares authorized; 30,688,895 and 22,594,877 sharesissued and outstanding as of December 31, 2025 and December 31, 2024, respectively | | | 3 | | | | 2 | | | | Additional paid-in capital | | | 50,030 | | | | 40,973 | | | | Accumulated other comprehensive income | | | 40 | | | | 3 | | | | Accumulated deficit | | | (55,800 | ) | | | (48,229 | ) | | | Total Stockholders Deficit | | | (5,727 | ) | | | (7,251 | ) | | | Total Liabilities and Stockholders Deficit | | $ | 21,405 | | | $ | 12,095 | | | | (1) | Reflects an adjustment of $126,000 to additional paid-in capital and accumulated deficit as compared to previously reported amounts as of December 31, 2024. See further discussion in Note 1. | | The accompanying notes are an integral part of these consolidated financial statements* F-4 **** **SPECTRAL AI, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data)** | | | Year Ended December 31, | | | | | | 2025 | | | 2024(1) | | | | | | | | | | | | | Research and development revenue | | $ | 19,650 | | | $ | 29,581 | | | | Cost of revenue | | | (10,725 | ) | | | (16,307 | ) | | | Gross profit | | | 8,925 | | | | 13,274 | | | | | | | | | | | | | | | Operating costs and expenses: | | | | | | | | | | | General and administrative | | | 17,528 | | | | 19,856 | | | | Total operating costs and expenses | | | 17,528 | | | | 19,856 | | | | Operating loss | | | (8,603 | ) | | | (6,582 | ) | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | Net interest (expense) income | | | (886 | ) | | | 14 | | | | Financing related costs | | | (1,051 | ) | | | (2,965 | ) | | | Amortization of debt discount | | | (455 | ) | | | - | | | | Change in fair value of warrant liabilities | | | 3,249 | | | | (4,633 | ) | | | Change in fair value of notes payable | | | 220 | | | | (220 | ) | | | Foreign exchange transaction loss, net | | | (34 | ) | | | (43 | ) | | | Other expenses, including transaction costs | | | - | | | | (615 | ) | | | Total other income (expense), net | | | 1,043 | | | | (8,462 | ) | | | | | | | | | | | | | | Loss before income taxes | | | (7,560 | ) | | | (15,044 | ) | | | Income tax provision | | | (11 | ) | | | (114 | ) | | | Net loss | | $ | (7,571 | ) | | $ | (15,158 | ) | | | Net loss per share of common stock | | | | | | | | | | | Basic and Diluted | | $ | (0.29 | ) | | $ | (0.85 | ) | | | Weighted-average common shares outstanding | | | | | | | | | | | Basic and Diluted | | | 26,518,476 | | | | 17,934,218 | | | | | | | | | | | | | | | Other comprehensive income: | | | | | | | | | | | Foreign currency translation adjustments | | $ | 37 | | | $ | (9 | ) | | | Total comprehensive loss | | $ | (7,534 | ) | | $ | (15,167 | ) | | | (1) | Reflects an adjustment of $157,000 to the income tax provision during the year ended December 31, 2024. See further discussion in Note 1. | | *The accompanying notes are an integral part of these consolidated financial statements* **** F-5 **SPECTRAL AI, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (In thousands, except share data)** **** | | | | | | | | | Additional | | | Accumulated Other | | | | | | Total | | | | | | Common Stock | | | Paid-in | | | Comprehensive | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Capital(1) | | | Income | | | Deficit(1) | | | Deficit | | | | Balance at December 31, 2023 | | | 16,294,935 | | | $ | 2 | | | $ | 30,908 | | | $ | 12 | | | $ | (33,071 | ) | | $ | (2,149 | ) | | | Stock-based compensation | | | - | | | | - | | | | 1,032 | | | | - | | | | - | | | | 1,032 | | | | Issuance of common stock under the SEPA | | | 1,744,694 | | | | - | | | | 3,154 | | | | - | | | | - | | | | 3,154 | | | | Issuance of shares under convertible note - related party | | | 540,996 | | | | - | | | | 1,422 | | | | - | | | | - | | | | 1,422 | | | | Sale of common stock | | | 3,603,298 | | | | - | | | | 4,280 | | | | - | | | | - | | | | 4,280 | | | | Stock option exercises | | | 281,857 | | | | - | | | | 177 | | | | - | | | | - | | | | 177 | | | | Vesting of restricted stock units | | | 129,097 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Cumulative translation adjustment | | | - | | | | - | | | | - | | | | (9 | ) | | | - | | | | (9 | ) | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | (15,158 | ) | | | (15,158 | ) | | | Balance at December 31, 2024 | | | 22,594,877 | | | | 2 | | | | 40,973 | | | | 3 | | | | (48,229 | ) | | | (7,251 | ) | | | Stock-based compensation | | | - | | | | - | | | | 1,115 | | | | - | | | | - | | | | 1,115 | | | | Sale of common stock and warrants (net of $158K issuance costs) | | | 2,068,846 | | | | - | | | | 377 | | | | - | | | | - | | | | 377 | | | | Issuance of common stock to pay convertible debt | | | 610,426 | | | | - | | | | 1,433 | | | | - | | | | - | | | | 1,433 | | | | Sale of common stock (net of $19K issuance costs) | | | 310,925 | | | | - | | | | 543 | | | | - | | | | - | | | | 543 | | | | Sale of common stock and pre-funded warrants (net of $4K issuance costs) | | | 3,065,000 | | | | 1 | | | | 48 | | | | - | | | | - | | | | 49 | | | | Exercise of stock options | | | 525,277 | | | | - | | | | 889 | | | | - | | | | - | | | | 889 | | | | Vesting of restricted stock units | | | 109,698 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Cumulative translation adjustment | | | - | | | | - | | | | - | | | | 37 | | | | - | | | | 37 | | | | Warrant exercises | | | 1,403,846 | | | | - | | | | 4,652 | | | | - | | | | - | | | | 4,652 | | | | Net Loss | | | - | | | | - | | | | - | | | | - | | | | (7,571 | ) | | | (7,571 | ) | | | Balance at December 31, 2025 | | | 30,688,895 | | | $ | 3 | | | $ | 50,030 | | | $ | 40 | | | $ | (55,800 | ) | | $ | (5,727 | ) | | | (1) | Reflects an adjustment of $126,000 as compared to previously reported amounts as of December 31, 2024. Reflects an adjustment of $(157,000) in Additional Paid in Capital and ($283,000) in Accumulated Deficit as of December 31, 2023. See further discussion in Note 1. | | ** *The accompanying notes are an integral part of these consolidated financial statements***** **** F-6 **SPECTRAL AI, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)** **** | | | Year Ended December 31, | | | | | | 2025 | | | 2024(1) | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | Net loss | | $ | (7,571 | ) | | $ | (15,158 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation expense | | | 71 | | | | 10 | | | | Amortization of debt issuance costs | | | 454 | | | | - | | | | Stock-based compensation | | | 1,115 | | | | 1,032 | | | | Amortization of right-of-use assets | | | 564 | | | | 578 | | | | Change in fair value of warrant liabilities | | | (3,249 | ) | | | 4,633 | | | | Change in fair value of notes payable | | | (220 | ) | | | 220 | | | | Costs from issuance of common stock | | | - | | | | 372 | | | | Issuance of shares for borrowing related costs | | | 241 | | | | 1,143 | | | | Transaction costs allocated to Avenue Warrants, Investor Warrants, and Hudson Warrants | | | 704 | | | | - | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | 1,238 | | | | (159 | ) | | | Inventory | | | (413 | ) | | | (195 | ) | | | Prepaid expenses | | | 761 | | | | 163 | | | | Other assets | | | (387 | ) | | | (102 | ) | | | Accounts payable | | | (1,025 | ) | | | 1,426 | | | | Accrued expenses | | | (869 | ) | | | (1,090 | ) | | | Deferred revenue | | | (806 | ) | | | (1,351 | ) | | | Lease liabilities | | | (528 | ) | | | (721 | ) | | | Net cash used in operating activities | | | (9,920 | ) | | | (9,199 | ) | | | Cash flows from financing activities: | | | | | | | | | | | Proceeds from issuance of common stock and warrants | | | 10,638 | | | | 4,060 | | | | Payment of issuance costs | | | (642 | ) | | | - | | | | Proceeds from notes payable | | | 8,285 | | | | 12,096 | | | | Payment of borrowing costs | | | (47 | ) | | | - | | | | Proceeds from notes payable - related party | | | - | | | | 1,000 | | | | Payments for notes payable | | | (1,529 | ) | | | (7,758 | ) | | | Proceeds from warrant exercises | | | 2,526 | | | | - | | | | Stock option exercises | | | 889 | | | | 177 | | | | Net cash provided by financing activities | | | 20,120 | | | | 9,575 | | | | Effect of exchange rate changes on cash | | | 37 | | | | (9 | ) | | | Net increase in cash | | | 10,237 | | | | 367 | | | | Cash, beginning of period | | | 5,157 | | | | 4,790 | | | | Cash, end of period | | $ | 15,394 | | | $ | 5,157 | | | | | | | | | | | | | | | Supplemental cash flow information: | | | | | | | | | | | Cash paid for interest | | $ | 22 | | | $ | 11 | | | | Cash paid for taxes | | $ | 100 | | | $ | 11 | | | | | | | | | | | | | | | Noncash investing and financing activities disclosure: | | | | | | | | | | | Recognition of Right-of-use assets and related lease liabilities upon lease amendment | | $ | - | | | $ | 1,771 | | | | Tenant improvement allowance payments made by the lessor directly to a third party | | $ | (327 | ) | | $ | - | | | | Issuance of common stock to settle accounts and notes payable | | $ | 1,192 | | | $ | 3,207 | | | | Short-term financing of insurance premium | | $ | (580 | ) | | $ | - | | | ** | (1) | Reflects an adjustment of $157,000 to net loss and an adjustment of $(157,000) in the change in other assets during the year ended December 31, 2024. See further discussion in Note 1. | | F-7 **SPECTRAL AI, INC.** **** **NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS** **1. NATURE OF THE BUSINESS** **Business Combination** Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp I (Spectral AI or the Company) was formed as a blank check company on November 17, 2020. On September 11, 2023, the Company consummated a business combination (the Business Combination) pursuant to the business combination agreement dated April 11, 2023, by and among the Company, Ghost Merger Sub I, a Delaware Corporation, Ghost Merger Sub II, a Delaware corporation and Spectral MD Holdings, Ltd., a Delaware corporation. At the time of the Business Combination, 8,433,333 redeemable warrants issued to the public in Rosecliff Acquisition Corp Is initial public offering (the Public Warrants) remained outstanding. On September 12, 2023, the Company began trading the Company Common Stock and the Public Warrants on the NASDAQ Capital Market (NASDAQ) under the symbols MDAI and MDAIW, respectively. Prior to the Business Combination, the Companys shares of Company Common Stock and Public Warrants were listed on the NASDAQ under the symbols RCLF and RCLFW, respectively. **Nature of Operations** We are an artificial intelligence (AI) company focused on predictive medical diagnostics. Our DeepView System uses proprietary AI algorithms to distinguish between fully damaged, partially damaged and healthy human tissue characters invisible to the naked eye, at the initial time point of wound presentation. The DeepView System delivers a binary prediction on the wounds capacity to heal by a specified time point in the future. Our DeepView Systems output is specifically engineered to assist the physician in making a more accurate, timely and informed decision regarding the treatment of the patients wounds. Spectral AI is devoting substantially all of its efforts towards research and development of its DeepView Wound Imaging System, currently focused on burn wounds, specifically engineered to allow physicians to make a more accurate, timely and informed decision for treatment options. The Company has not generated any product revenue to date. The Company currently generates revenue from contract development and research services by providing such services to governmental agencies, primarily to the Biomedical Advanced Research and Development Authority (BARDA) and under a contract with Medical Technology Enterprise Consortium (MTEC). In September 2023, the Company executed its third contract with BARDA for a multi-year Project BioShield (PBS) contract, valued at up to approximately $150.0 million (the PBS BARDA Contract). This multi-year contract includes an initial award of nearly $54.9 million to support the clinical validation and FDA clearance of our DeepView System for commercial development and distribution purposes. The PBS BARDA Contract also includes options, similar to our prior BARDA contracts, with an additional total value of approximately $95.1million which can be exercised for additional product development, procurement and the expanded deployment of DeepView Systems at emergency rooms, trauma and burn centers. The Company completed the second contract with BARDA, referred to as BARDA Burn II, which was signed in July 2019 and completed in November 2023. Under this contract, the Company furthered the DeepView System design, developed the AI algorithm, and took steps to obtain FDA approval. As of December 31, 2025, the Company has $5.3 million remaining to bill under the initial award under the PBS BARDA Contract. In April 2023, the Company received a $4.0 million grant from MTEC for a project that is expected to be completed in 2026 (the MTEC Agreement). The MTEC Agreement is for the development of a handheld version of the DeepView System which is to be used to support military battlefield burn evaluation. The project has three phases, beginning with planning, design and testing; followed by development, design modification and buildout of the handheld device; and then the manufacturing of the handheld device. In August 2024, the MTEC award was increased to $4.9million and was extended to run through December 2025 with funding dependent on various milestones. In December 2025, the MTEC contract was extended to run through June 2026. In March 2024, we received an additional $0.5million award from the Defense Health Agency to further this development. As of December 31, 2025, the Company has $1.6million and $0.05million remaining to bill under the MTEC and DHA awards, respectively. F-8 On March 7, 2024, the Company formed a new wholly-owned subsidiary, Spectral IP, Inc., a Delaware corporation (Spectral IP), to be utilized to advance artificial intelligence intellectual property with a specific emphasis on healthcare. On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest shareholder for the development of its artificial intelligence intellectual property portfolio. The investment is structured as a note payable with a one-year maturity, an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Companys shareholders or if Spectral IP is sold to a third party. On October 1, 2024, the note was amended to (i) reduce the annual interest rate from8% to4%, (ii) extend the term of the note through the second anniversary of the issuance date, March 18, 2026, (iii) include a conversion feature at the option of either the holder or Spectral IP to convert the then outstanding principal and accrued but unpaid interest into shares of the Company at any time (into such number of shares calculated by taking a five percent (5.00%) discount to the closing price of the Companys common stock on the day prior to the date of notice to the Company of the exercise of the conversion right) and at maturity, respectively, and (iv) provide for registration rights of any shares of the Company issued in satisfaction of the outstanding obligations. On October 1, 2024, Spectral IP amended its existing $1,000,000 promissory note to extend the term from one to two years, reduce the interest rate from 8.00% to 4.00% per annum and to provide a conversion feature for shares of the Companys common stock in satisfaction of the outstanding principal and accrued but unpaid interest. The holder of the Spectral IP Note exercised a number of conversion rights throughout the fourth quarter of 2024 for the full conversion of the Spectral IP Note in exchange for a total of 540,996 shares of the Companys common stock, which represents a 5.00% discount to the closing price of the Companys shares of Common Stock on the day prior to the date of notice of the holders exercise of its conversion right **Revision of Prior Period Financial Information** As previously disclosed, during the year ended December 31, 2023, management deferred certain costs associated with a stock offering which was completed during 2024, at which time the costs were recorded as a reduction of additional paid-in capital. Management subsequently determined that these costs should have been expensed during the fourth quarter of 2023. Accordingly, the Company has revised its consolidated statements of changes in stockholders equity (deficit) as of December 31, 2024, and 2023 to increase both the accumulated deficit and additional paid-in capital by $283,000. Additionally, during the third quarter of 2023 in conjunction with the accounting for the Business Combination, the Company recognized an income tax receivable asset which should not have been recorded due to uncertainties about collectability. This receivable was written off during the fourth quarter of 2024 through income tax expense. Accordingly, the Company has revised its consolidated statement of changes in stockholders deficit to reduce both the accumulated deficit and additional paid-in capital by $157,000 as of December 31, 2024 and to reduce additional paid in capital by $157,000 as of December 31, 2023. The Company has revised its consolidated statements of operations and comprehensive loss for the year ended December 31, 2024 to reduce income tax provision and net loss by $157,000 and to revise the net loss per share accordingly as well. The net effect of the two corrections described above is a $126,000 increase to both the accumulated deficit and additional paid-in capital as of December 31, 2024, and 2023. The Company has determined that the errors were immaterial to all impacted periods and has corrected the impacted periods as an immaterial correction of an error. F-9 **Risks and Uncertainties** The Company is subject to a number of risks common to development stage companies in the medical technology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, risks of obtaining regulatory approval for any products that it may develop, development by competitors of technological innovations, compliance with government regulations and the need to obtain additional financing. **Liquidity** As of December 31, 2025 the Company had approximately $15.4 million in cash, and an accumulated deficit of $55.8 million. As of December 31, 2025, the Company had approximately $8.4 million in notes payable, of which $5.5 million is long-term. See Note 6. On March 24, 2025, the Company completed an equity financing and entered into a long-term debt financing agreement with Avenue Venture Opportunities Fund II, L.P., a fund of Avenue Capital Group (the Avenue Financing), which provides for the ability to borrow up to $15.0 million with an initial draw-down of $8.5 million, and the remaining availability is contingent upon, among other things, FDA clearance of the DeepView System, see Note 6. On October 22, 2025, the Company entered into a securities purchase agreement, by and between Spectral AI, Inc. and Hudson Bay Master Fund Ltd., which provided for the issuance and sale of 3.1 million shares of Common Stock, at an offering price of $1.90 per share. In addition, in a concurrent private placement, the Company issued and sold warrants for the purchase of up to 4.0 million shares of Common Stock and pre-funded warrants to purchase up to 0.9 million shares of common stock, for aggregate gross proceeds of $7.6 million (such transaction, the Hudson Bay Financing). Each warrant has an exercise price per share of $2.51 and will be exercisable on the earlier of (a) the effective date of stockholder approval for the issuance of shares of Common Stock underlying the warrants and (b) the date that is six months following the issuance date of the warrants and will have a term of five (5) years from the initial issuance date.. See Note 2 for further information. On March 18, 2026, the Company announced that it has received a contract modification from BARDA for the advancement of $31.7 millionfrom its existing contract with BARDA which included (i) a no-cost extension of the base phase of the contract, and (ii) the acceleration of certain parts of the next phase of such contract. As part of this funding advance, the Company has committed to fund $9.7 millionof the total overall development costs associated with these feature advancements. This funding comes as part of an ongoing partnership with BARDA, which has committed $54.9 million to date under the contract with an overall value of approximately $150 million. As of December 31, 2025, based on our current operating plan, we believe that our cash and cash equivalents, together with the PBS BARDA Contract, the MTEC Agreement, the Avenue Financing, the Hudson Bay Financing, the Yorkville SEPA and certain research and development cost-saving measures, the Company believes it has, sufficient working capital to fund operations for at least one year beyond the release date of the consolidated financial statements. We have based this determination on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Changing circumstances could also cause us to consume capital significantly faster than we currently anticipate, and we may need to raise capital sooner or in greater amounts than currently expected because of circumstances beyond our control. To the extent additional capital is necessary, there are no assurances that we will be able to raise additional capital on favorable terms or at all, and therefore we may not be able to execute our business plans and the continued work on indications beyond expanding our burn indication. **** F-10 **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation** The Companys consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) as determined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) or an Accounting Standards Update (ASU). **Principles of Consolidation** The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Spectral MD Holdings LLC, Spectral MD Inc., Spectral MD UK Limited (Spectral MD UK), Spectral IP, Inc. and Spectral DeepView Limited. Spectral DeepView Limited was dissolved in February 2026. Significant inter-company transactions and balances have been eliminated in consolidation. **Use of Estimates** The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Companys balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, revenue recognition (including the measure of progress of completion), warrant liabilities, the fair value of short term notes payable, fair value of the B. Riley and Yorkville derivative instruments, stock-based compensation expense, stock issued for transaction costs, the net realizable value of inventory, right-of-use assets, and income tax valuation allowances. Actual results could differ from these estimates. **Segments** **** Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Chairman of the Board in conjunction with the Companys executive management team manages the Companys operations on an aggregate basis for the purpose of allocating resources. The Company has one operating segment. The accounting policies of the Companys single operating and reportable segment are the same as those described in the summary of significant accounting policies. The Companys method for measuring profitability includes net income (loss), which the chief operating decision-maker uses to assess performance and make decisions for resource allocation, consistent with the measurement principals for net income(loss) as reported on the Companys consolidated statement of operations. The significant expenses regularly reviewed by the chief operating decision-maker are consistent with those reported on the Companys consolidated statement of operations, and expenses are not regularly reviewed on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources. The measure of segment assets is reported on the consolidated balance sheets as total assets. **** **Cash** The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash is held in US and UK financial institutions. **Accounts Receivable** Accounts receivable represent amounts due from US government agencies pursuant to research and development contracts associated with the Companys DeepView System. F-11 The Company evaluates the collectability of its receivables based on a variety of factors, including the length of time the receivables are past due, the financial health of its customers and historical experience. Based upon the review of these factors, the Company recorded no allowance for credit losses as of December 31, 2025 and December 31, 2024. Certain third-party costs that are prepaid per the terms of the contract are billable to customers prior to recognition of related expenses. The Company records deferred revenue when the customers have been billed prior to recognizing revenue. **Comprehensive Loss** Comprehensive loss includes net loss, as well as other changes in stockholders equity (deficit) that result from transactions and economic events other than those with stockholders. **Concentrations of Credit Risk** Financial instruments which potentially subject the Company to credit risk consist principally of cash and accounts receivable. Primarily all cash is held in US financial institutions which, at times, exceed federally insured limits. The Company has not recognized any losses from credit risks on such accounts. The Company believes it is not exposed to significant credit risk on cash. Additional credit risk is related to the Companys concentration of receivables. As of December 31, 2025 and December 31, 2024, receivables were concentrated from one customer (which is a US. government agency) representing100% and85% of total net receivables, respectively. One customer (which is a U.S. government agency) accounted for90% for the year ended December 31, 2025 and94% for the year ended December 31, 2024 of the recognized research and development revenue. **Inventory** ** Inventory is comprised of finished goods, purchased from a third-party manufacturer, and is stated at the lower of cost (average cost) or net realizable value. For the year ended December 31, 2025, the Company did not have write-downs for obsolete inventory. **Fair Value** Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: | | Level 1 | Unadjusted quoted prices in active markets that are assessable at the measurement date for identical, unrestricted assets or liabilities. | | | | | | | | | Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | | | | | | | | | Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | | F-12 **Foreign Currency** The reporting currency for the consolidated financial statements of the Company is the US dollar. The functional currency of the Company and its wholly-owned subsidiaries Spectral MD Holdings LLC, Spectral MD, Inc., and Spectral IP is the US dollar. The functional currency of Spectral MD UK is its local currency, the British pound. The functional currency of Spectral DeepView Limited was its local currency, the Euro. The assets and liabilities of Spectral MD UK and Spectral DeepView Limited, are translated into US. dollars at exchange rates in effect at the end of each reporting period, and the revenues and expenses are translated at average exchange rates in effect during the applicable reporting period. Spectral DeepView Limited was dissolved in February 2026. Translation adjustments are included in accumulated other comprehensive income as a component of stockholders equity. As of December 31, 2025 and December 31, 2024, the Companys translation adjustments are not material. Monetary assets and liabilities denominated in currencies other than the US dollar are translated at exchange rates in effect as of the balance sheet date. Resulting unrealized gains and losses are included in other income (expense), net in the consolidated statements of operations. For the year ended December 31, 2025, the Company recorded approximately $34,000 of net foreign exchange transaction losses. For the year ended December 31, 2024, the Company recorded approximately $43,000 of net foreign exchange transaction losses. These amounts primarily relate to one of the Companys bank accounts being denominated in British Pounds and certain accounts payable denominated in British Pounds. **Property and Equipment, Net** Property and equipment, net is recorded at cost less accumulated depreciation. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the related assets, which are as follows: | | | Estimated Useful Life | | | Computer equipment | | 3 years | | | Manufacturing equipment | | 5 years | | | Furniture and equipment | | 5 years | | | Laboratory equipment | | 5 years | | | Leasehold improvements | | Shorter of remaining lease term or useful life | | Depreciation expense for the years ended December 31, 2025 and 2024 was $71,000 and $10,000, respectively. Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service, they are reclassified to the appropriate asset class. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Companys consolidated statements of operation and comprehensive loss. Expenditures for maintenance and repairs are expensed as incurred. **** **Impairment of Long-Lived Assets** **** Long-lived assets consist of property and equipment. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for impairment, the Company first compares the estimated undiscounted future cash flows expected to result from the use or disposition of that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss would be recognized to the extent the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and third-party independent appraisals, as considered necessary. F-13 **Leases** Under lease guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recorded in the consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments at the rate implicit in the lease or the Companys incremental borrowing rate factoring the term of the lease. The incremental borrowing rate used by the Company is an estimate of the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its noncollateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the amount of lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the requirement to capitalize right-of-use assets and liabilities as an accounting policy election. During the years ended December 31, 2025 and 2024, the Company did not have any financing leases. **Warrant Liabilities** *Public Warrants*: On September 11, 2023, in conjunction with the Business Combination, the Company assumed the Public Warrants which had an exercise price of $11.50 per share, are exercisable 30 days after the Business Combination and expire five years after the Business Combination or upon redemption. The Company may redeem the Public Warrants if the Companys common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of Public Warrants. In November 2024, the Company amended the Public Warrants to have an exercise price of $2.75 per share. As of December 31, 2025, there are 8,433,333 Public Warrants Outstanding. Each warrant entitles the registered holder to purchase one share of Company Common Stock at an exercise price of $2.75 per full share. Pursuant to the Warrant Agreement, a holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Company Common Stock. This means that only a whole warrant may be exercised at any given time by a holder of Public Warrants. The Company maintains a redemption right with respect to the Public Warrants in that the Company can redeem some or all of the Public Warrants for $0.10 per Public Warrant based on certain market conditions and the market price of the Company Common Stock. *Angel Warrants*: In September 2021, Legacy Spectral issued73,978warrants, with a strike price of $7.75 and a five-year life, to SP Angel Corporate Finance LLP (SP Angel), who acted as nominated adviser and broker to the Company for the purposes of the AIM Rules (Angel Warrants). In conjunction with the Business Combination, the Angel Warrants were converted into warrants to purchase Company Common Stock based on the Exchange Ratio. As of December 31, 2025, there are 73,978 Angel Warrants to purchase Company Common Stock outstanding. The Company accounts for its Public Warrants and the Angel Warrants as derivative liabilities. Accordingly, the Company recognizes the instruments as liabilities at fair value, determined using the closing price of the observable market quote in an active market (the NASDAQ) for the Public Warrants and the Black-Scholes option-pricing model for the Angel Warrants, and adjusts the instruments to fair value at the end of each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, redeemed or expired, and any change in fair value is recognized in the Companys consolidated statements of operations within other income (expense). *Investor Warrants*: On March 21, 2025, the Company entered into purchase agreements with certain stockholders for the sale of an aggregate of 2,068,846 shares of Common Stock, at an offering price of $1.30 per Share (the Purchase Agreements). In a concurrent private placement pursuant to the Purchase Agreements (the Private Placement), the Company agreed to sell to the investors an aggregate of 2,068,846 warrants to purchase shares of Common Stock at an exercise price of $1.80 per share (the Investor Warrants). The Investor Warrants, along with the shares of Common Stock issuable upon the exercise of the Investor Warrants, were offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the Securities Act).No consideration was received by the Company for the issuance of the Investor Warrants. F-14 The Investor Warrants issued in connection with the Purchase Agreements are exercisable any time on or after March 20, 2025 (the Issuance Date) and on or prior to the close of business on the third anniversary of the Issuance Date. Additionally, the Investor Warrants issued in connection with the Purchase Agreements contain adjustment provisions in the event of (i) stock dividends and split, (ii) reclassifications of securities, (iii) issuance of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreements), (iv) pro rata distributions, (v) Fundamental Transactions (as defined in the Warrants), and (vi) subsequent equity sales of shares of common stock or common stock equivalents for a consideration per share less than a price equal to $1.30, subject to a floor of $0.65 per share. The Investor Warrants issued in connection with the Purchase Agreements also include a Most Favored Nation clause which grants the holders of such Investor Warrants the right, in their sole discretion, to elect to receive more favorable terms and conditions given to a subsequent investor in a subsequent financing transaction (including, but not limited to, a lower purchase price per share, a higher warrant coverage percentage, a lower warrant exercise price, a longer warrant exercise period, more favorable anti-dilution protections, preferential liquidation rights, enhanced voting rights, reduced fees or commissions, more advantageous registration rights, or the inclusion of additional incentives such as cash bonuses, dividend preferences, or equity sweeteners). The Investor Warrants were determined to be liability classified instruments, as certain terms preclude them from being considered indexed to the Companys Common Stock. The gross proceeds of the Private Placement and Investor Warrants of $2.7 million were allocated to the Investor Warrants based on their fair value at issuance of $2.2 million, with the residual gross proceeds of $0.5 million allocated to the Common Stock. Total issuance costs incurred of $0.2 million were allocated between the Investor Warrants and Common Stock issued. Issuance costs allocated to the Investor Warrants of $43,000 were expensed during the year ended December 31, 2025 as financing related costs in the consolidated statement of operations and comprehensive loss. Issuance costs allocated to the Common Stock of $152,000 were recorded in additional paid-in-capital. In May 2025, 915,000 Investor Warrants, (the Amended Investor Warrants) were amended and restated. The amendment extended the contractual term such that the Amended Investor Warrants are exercisable any time on or prior to the close of business on the fifth anniversary of the Issuance Date and resulted in $137,000 increase in the fair value of the warrants recognized as additional expense in the change in fair value of warrant liabilities in the consolidated statement of operations and comprehensive loss. During the year ended December 31, 2025, 1,403,846 Investor Warrants were exercised. The warrants were remeasured to fair value immediately prior to exercise and the carrying amount of the warrant liability was derecognized and reclassified to additional paid-in-capital. Any proceeds received from exercise were recognized in stockholders equity. The exercise of warrants resulted in an increase to stockholders equity of $4.7 million. As of December 31, 2025, there were 665,000 Investor Warrants to purchase Common Stock outstanding. Avenue Warrants: On March 24, 2025, the Company completed the Avenue Financing, with an initial draw-down of $8.5 million. As part of the Avenue Financing the Company issued 768,072 warrants to Avenue Capital Group which was equal to 8.5% of the total funding commitment (the Avenue Warrants). The Avenue Warrants have an exercise price equal to the lower of $1.66 per share and the lowest price per share paid to the Company in cash for common stock through December 31, 2025. The Avenue Warrants were determined to be classified as a liability instrument as certain terms preclude them from being considered indexed to the Companys Common Stock. The net proceeds of Avenue Financing of $8.3 million were first allocated to the fair value of the Avenue Warrants, with the residual proceeds being allocated to the debt. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $0.7 million. The discount amount due to the Avenue Warrants of $0.7 million along with the loan fees allocated to the loan of $1.0 million, which includes the final payment of $0.8 million, for an aggregate debt discount and debt issuance costs of $1.7 million, will be amortized as interest expense through maturity using the effective interest method. The portion of loan fees allocated to the Avenue Warrants, of $22,000, were expensed during the year ended December 31, 2025 as financing related costs in the consolidated statement of operations and comprehensive loss. As of December 31, 2025, there were 768,072 Avenue Warrants to purchase Common Stock outstanding. Hudson Warrants: On October 22, 2025, the Company entered into a securities purchase agreement with a certain investor for the sale of 3,065,000 shares of Common Stock, at an offering price of $1.90 per Share (the Offering). In a concurrent private placement pursuant to the purchase agreement, the Company agreed to sell to the investor (i) warrants (the Hudson Warrants) to purchase up to 4,000,000 shares of Common Stock, and (ii) pre-funded warrants (the Pre-Funded Warrants) to purchase up to 935,000 shares of Common Stock. Each Hudson Warrant has an exercise price per share of $2.51, will exercisable on the earlier of (a) the effective date of stockholder approval for the issuance of shares of Common Stock underlying the warrants and (b) the date that is six months following the issuance date of the warrants and will have a term of five years from the initial issuance date. Each Pre-Funded Warrant has a purchase price of $1.8999, an exercise price per share of $0.0001, is exercisable immediately and may be exercised at any time until such Pre-Funded Warrant is exercised in full. The Hudson Warrants and the Pre-Funded Warrants, along with the shares of Common Stock issuable upon the exercise of the warrants, are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended. F-15 The Hudson Warrants and Pre-Funded Warrants contain adjustment provisions in the event of (i) stock dividends and split, (ii) pro rata distributions, and (iii) Fundamental Transactions (as defined in the warrant agreements). In the event of a Fundamental Transaction not in the Companys control, the holders of the Warrants have the right to require the Company or a successor entity to redeem the Hudson Warrants for cash in the amount of the Black Scholes Value (as defined in the warrant agreements). The Hudson Warrants contain further adjustment provisions in the event of the (i) subsequent equity sales of shares of common stock or common stock equivalents for a consideration per share less than a price equal to $2.51 (ii) changes in the exercise price or rate of conversion of equity sales or convertible securities any time prior to the two-year anniversary of the stockholder approval date, subject to a floor of $0.48 per share. The Hudson Warrants were determined to be liability classified instruments, as certain terms preclude them from being considered indexed to the Companys Common Stock. The Pre-Funded Warrants were determined to be equity classified instruments, as they are considered indexed to the Companys stock and do not contain any provisions that preclude equity classification. The gross proceeds of the Offering and private placement of $7.6 million were allocated to the Hudson Warrants based on their fair value at issuance of $7.5 million, with the residual gross proceeds of $0.1 million allocated between the Common Stock and Pre-Funded Warrants based on their relative fair value. Total issuance costs incurred of $0.6 million were allocated between the warrants and Common Stock issued. Issuance costs allocated to the Hudson Warrants of $0.6 million were expensed during the year ended December 31, 2025 as financing related costs in the consolidated statement of operations and comprehensive loss. Issuance costs allocated to the Common Stock and Pre-Funded Warrants of less than $0.1 million were recorded in additional paid-in-capital. As of December 31, 2025, there were 4,000,000 Hudson Warrants and 935,000 Pre-Funded Warrants to purchase Common Stock outstanding. **Research and Development Revenue** ** The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 requires the Company to identify the contract with a customer, identify the performance obligations, determine and allocate the transaction price, and recognize revenue when, or as, performance obligations are satisfied. The Company generates research and development revenue primarily from contracts with the Biomedical Advanced Research and Development Authority (BARDA) and the Medical Technology Enterprise Consortium (MTEC). Each of the Companys BARDA and MTEC arrangements contains a single performance obligation. The Companys contract with BARDA is a cost-plus-fee arrangement related to the research, development, clinical validation, regulatory advancement and commercialization of the Companys DeepView System, which represents an output of the Companys ordinary activities. Accordingly, the Company has concluded that BARDA is a customer within the scope of ASC 606. Under these arrangements, BARDA reimburses the Company for allowable costs incurred which are subject to contractual ceilings. Costs are reimbursed under the incurred costs method of inputs for satisfying obligations over time that are allowable under the contract. The contract contains a single performance obligation consisting of a bundled promise to perform research and development activities necessary to develop and advance the DeepView System. The Company has determined that the BARDA contracts do not contain a financing component. Under the contract, BARDA receives a non-exclusive, non-transferable, irrevocable, paid-up license to use the technology developed under the agreements, along with certain restrictions on the Companys ability to transfer the developed technology and a right of first refusal in the event of a proposed sale for devices licensed under the agreement. While the Company retains ownership of the underlying intellectual property, these provisions provide BARDA with substantive and enforceable rights to the outputs of the Companys research and development activities, supporting the conclusion that the arrangements are contracts with a customer under ASC 606 F-16 We receive funding from a contract by the DHA within the U.S. Department of Defense, which enables us to research and develop a fully portable, handheld version of our DeepView System. We were previously awarded a $1.1million Sequential PhaseII STTR contract by the DHA within the U.S.Department of Defense, which is paid to us monthly, as well as a STTR PhaseI and initial PhaseII contract from the DHA. In December 2025, the MTEC contract was extended through June 2026. The MTEC Agreement provides for installment payments after the completion of milestone events. The installment payments are considered variable consideration as the entitlement depends on successful completion of research. However, the payments are not constrained from inclusion in the transaction price as it not probable that a significant reversal of cumulative revenue will be reversed when the underlying uncertainty is resolved. Revenue for the MTEC Agreement is recognized over time based upon the cost-to-cost measure of progress, using this input method to measure progress as the customer has the benefit of access to the development research under these projects and therefore benefits from the Companys performance incrementally as research and development activities occur under each project. The Company measures progress of performance by comparing the actual costs incurred to-date to the total estimated cost of the project. The Company will adjust the measure of progress at the end of each reporting period and reflect any changes to the estimated cost of the project on a prospective basis. The Company records unbilled revenue when revenue is recognized prior to billing. As of December 31, 2025, the Company had approximately $1.6 million of billings remaining in 2026. The Company elected the practical expedient not to adjust the transaction price for the effects of a significant financing component as the period between performance (satisfaction of a performance obligation) and payment is one year or less. Payments from customers are generally received within 30 days of when the invoice is sent. **Research and Development Expense** ** The Company expenses research and development costs as incurred. These expenses include salaries for research and development personnel, consulting fees, product development, pre-clinical studies, clinical trial costs, and other fees and costs related to the development of the technology. For the years ended December 31, 2025 and 2024, research and development expense was $11.3million and $19.3million, respectively, of which $10.7 million and $16.1million, respectively, is related to the combined BARDA, DHA and MTEC contracts and included in cost of revenue and $0.6million and $3.2million, respectively, is included in general and administrative expenses. **Stock-Based Compensation** The Company accounts for all stock-based payments to employees and non-employees, including grants of stock options and RSUs based on their respective grant date fair values. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The RSUs are valued based on the fair value of the Companys common stock on the date of grant. The fair value of RSUs with market based vesting conditions were determined using a Monte-Carlo Simulation to reflect the effects of the market conditions. The assumptions used in calculating the fair value of the Companys stock-based awards represent managements best estimates and involve inherent uncertainties and the application of managements judgment. The Company expenses stock-based compensation related to stock options and RSUs over the requisite service period. Forfeitures are recorded as they occur. Compensation previously recorded for unvested equity awards that are forfeited is reversed upon forfeiture. The Company expenses stock-based compensation to employees over the requisite service period, on a straight-line basis, based on the estimated grant-date fair value of the awards. For RSUs with market-based conditions, compensation is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions. **Income Taxes** The Company records its deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. F-17 When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has no uncertain tax positions as of December 31, 2025 and December 31, 2024 that qualify for either recognition or disclosure in the consolidated financial statements under this guidance. The Companys policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. The Company did not have any interest and penalties during the years ended December 31, 2025 and 2024 and did not have any interest or penalties accrued as of December 31, 2025. **Net Loss per Share of Common Stock** Basic net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock adjusts basic earnings per share for the potentially dilutive impact of unvested restricted stock, stock options and warrants. Securities having an anti-dilutive effect on diluted net earnings per share are excluded from the calculation. The dilutive effect of the unvested restricted stock and stock options is calculated using the treasury stock method. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method. **Comprehensive Income (Loss)** **** Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes foreign currency translation adjustments. For the purposes of comprehensive income (loss) disclosures, the Company does not record deferred taxes for the net changes in the foreign currency translation adjustment, as it intends to indefinitely reinvest undistributed earnings of its foreign subsidiaries. Accumulated other comprehensive income (loss) is reported as a component of stockholders equity. **** **Recently Adopted Accounting Standards** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires more detailed income tax disclosures, requiring entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The Company adopted this guidance prospectively in the year ended December 31, 2025 with no material impact on the consolidated financial statements and disclosures, see Note 11 for additional information. **Recently Issued Accounting Standards** In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative (ASU 2023-06), which modifies certain disclosure and presentation requirements of a variety of Topics in the Codification and is intended to both clarify or improve such requirements and align the requirements with the SECs regulations. The effective date for each amendment is the effective date of the removal of the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company will apply the provisions prospectively as such provisions become effective and does not expect ASU 2023-06 to have a material impact on the consolidated financial statements. F-18 In November 2024, the FASB issued ASU No.2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures. In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, (ASU 2025-05) which provides a practical expedient to measure credit losses on accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years, with early adoption permitted. The Company does not expect ASU 2025-05 to have a material impact on the consolidated financial statements and related disclosures. **3. FAIR VALUE MEASUREMENTS** The following table presents information about the Companys financial liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024, by level within the fair value hierarchy (in thousands): | | | Fair value measured as of December 31, 2025 | | | | | | | | | Quotedprices | | | Significantother | | | Significant | | | | | | Fairvalueat December 31, 2025 | | | in active markets (Level1) | | | observable inputs (Level2) | | | unobservable inputs (Level3) | | | | Warrant liabilities | | $ | 11,533 | | | | 3,795 | | | | - | | | | 7,738 | | | | | | $ | 11,533 | | | | 3,795 | | | | - | | | | 7,738 | | | | | | Fair value measured as of December 31, 2024 | | | | | | | | | Quotedprices | | | Significantother | | | Significant | | | | | | Fairvalueat December 31, 2024 | | | in active markets (Level1) | | | observable inputs (Level2) | | | unobservable inputs (Level3) | | | | Warrant liabilities | | $ | 6,451 | | | $ | 6,410 | | | $ | - | | | $ | 41 | | | | Short-term notes payable- Yorkville | | | 2,365 | | | | - | | | | - | | | | 2,365 | | | | | | $ | 8,816 | | | $ | 6,410 | | | $ | - | | | $ | 2,406 | | | There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2025 and 2024. Fair values of cash, accounts receivable, accounts payable, accrued expenses, and short-term debt are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The fair value of the Public Warrants, which trade in active markets, is based on quoted market prices and classified in Level 1 of the fair value hierarchy. The Angel Warrants, Avenue Warrants, Investor Warrants and Hudson Warrants are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market. F-19 The following table presents changes in Level 3 warrant liabilities measured at fair value for the years ended December 31, 2025 and 2024 (in thousands): | Balance - January 1, 2024 | | $ | 47 | | | | Change in fair value | | | (6 | ) | | | Balance - January 1, 2025 | | $ | 41 | | | | Issuance of warrants | | | 10,456 | | | | Exercise of warrants | | | (2,125 | ) | | | Change in fair value | | | (634 | ) | | | Balance - December 31, 2025 | | $ | 7,738 | | | Both observable and unobservable inputs were used to determine the fair value of warrants that the Company has classified within the Level 3 category. Unrealized gains and losses associated with warrant liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The following table provides quantitative information regarding Level 3 warrant liability fair value measurements inputs at their measurement: | | | December 31, 2025 | | | December 31, 2024 | | | | | | Angel Warrants | | | Investor Warrants | | | Avenue Warrants | | | Hudson Warrants | | | Angel Warrants | | | | Valuation Method | | Black Scholes | | | Monte Carlo | | | Black Scholes | | | Monte Carlo | | | Black Scholes | | | | Strike price (per share) | | $ | 7.32 | | | $ | 1.80 | | | $ | 1.66 | | | $ | 2.51 | | | $ | 7.32 | | | | Contractual term (years) | | | 1.5 | | | | 4.2 | | | | 3.5 | | | | 4.8 | | | | 2.5 | | | | Volatility (annual) | | | 92.1 | % | | | 80.0 | % | | | 79.0 | % | | | 70.0 | % | | | 70.6 | % | | | Risk-free rate | | | 3.5 | % | | | 3.6 | % | | | 3.6 | % | | | 3.6 | % | | | 4.3 | % | | | Dividend yield (per share) | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | Probability assessment (1) | | | n/a | | | | 10%-30 | % | | | n/a | | | | 10%-30 | % | | | n/a | | | | (1) | Probability assessment reflects managements estimate an event occurring such that a forced exercise would occur resulting in a reduction in strike price. | | **Valuation of short-term notes payable Yorkville** The Company elected the fair value option to account for the financial instrument with Yorkville signed on March 20, 2024 (see Note 6). The estimate of the fair value as of December 31, 2024 was determined using a binomial lattice model. The fair value measurement of the debt is determined using Level 3 inputs and assumptions unobservable in the market. As of December 31, 2025, there was no outstanding balance related to the Yorkville debt. Changes in the fair value of debt that are accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses as a component of other income (expense) in the accompanying consolidated statements of operations and comprehensive loss under change in fair value of debt, with the exception of changes due to the Companys credit risk, which are presented as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. The actual settlement of the short-term debt could differ from current estimates based on the timing of when and if Yorkville elects to convert amounts into common shares, potential cash repayment by the Company prior to maturity, and movements in the Companys common stock price. F-20 The following table provides a rollforward of the aggregate fair values of the Companys Yorkville debt for which fair values are determined using Level 3 inputs (in thousands): | Balance as of January 1, 2025 | | $ | 2,365 | | | | Addition of short-term notes payable | | | - | | | | Principal repayments | | | (2,145 | ) | | | Fair value adjustment | | | (220 | ) | | | Balance as of December 31, 2025 | | | - | | | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: | | | December 31, | | | | | | 2024 | | | | | | | | | | Expected term (years) | | | 0.05 0.13 | | | | Volatility (annual) | | | 100 | % | | | Risk-free rate | | | 4.34 4.35 | % | | **Valuation of forward options in Yorkville SEPA** **** The Yorkville SEPA is accounted for as a derivative and is recognized at fair value. Any changes in fair value between the carrying amount of the forward issuance contracts and the settlement amounts will be recognized in other income (expense) in the consolidated statement of operations and comprehensive loss. For the year ended December 31, 2025, the Company determined there were immaterial changes in derivative liability fair value related to the Yorkville SEPA. The Company recognized no change in derivative liability fair value for the year ended December 31, 2025. **4. RESEARCH AND DEVELOPMENT REVENUE** For the years ended December 31, 2025 and 2024, the Companys revenues disaggregated by the major sources was as follows (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | BARDA | | $ | 17,700 | | | $ | 27,903 | | | | Other U.S governmental authorities | | | 1,950 | | | | 1,678 | | | | Total revenue | | $ | 19,650 | | | $ | 29,581 | | | The following table presents the activity in the Companys contract liabilities during the year ended December 31, 2025 (in thousands): | | | December 31, 2024 Balance | | | Additions | | | Reductions | | | December31, 2025 Balance | | | | | | | | | | Contract liabilities: | | | | | | | | | | | | | | | Deferred revenue | | $ | 960 | | | $ | 4,721 | | | $ | (5,527 | ) | | $ | 154 | | | | Total contract liabilities | | $ | 960 | | | $ | 4,721 | | | $ | (5,527 | ) | | $ | 154 | | | F-21 The following table presents the activity in the Companys contract assets during the year ended December 31, 2025 (in thousands): | | | December31, 2024 Balance | | | Additions | | | Reductions | | | December31, 2025 Balance | | | | Contract assets: | | | | | | | | | | | | | | | Unbilled revenue | | $ | - | | | $ | 849 | | | $ | - | | | $ | 849 | | | | Total contract assets | | $ | - | | | $ | 849 | | | $ | - | | | $ | 849 | | | **5. ACCRUED EXPENSES** Accrued expenses consist of the following as of December 31, 2025 and December 31, 2024 (in thousands): | | | December31, | | | December31, | | | | | | 2025 | | | 2024 | | | | Salary and wages | | $ | 1,762 | | | $ | 2,196 | | | | Operating expenses | | | 81 | | | | 355 | | | | Benefits | | | 340 | | | | 410 | | | | Taxes | | | 98 | | | | 188 | | | | Non-operating expenses | | | 60 | | | | 60 | | | | Total accrued expenses | | $ | 2,341 | | | $ | 3,210 | | | **6. NOTES PAYABLE** The Company entered into the Avenue Financing, the Yorkville agreement, the Related Party note, and financing arrangements for a portion of its Directors and Officers (D&O)insurance premiums, as follows (in thousands): | | | | | | | | | Principal Repayments | | | Outstanding Balance | | | | | | Amount | | | | | | Year Ended December 31, | | | December31, | | | December31, | | | | | | Financed | | | InterestRate | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | Avenue Capital Note Principal and Final Payment Fee | | $ | 8,500 | | | | Prime + 5.25 | % | | $ | - | | | $ | - | | | $ | 9,250 | | | $ | - | | | | Yorkville Convertible Notes, at fair value | | | 11,500 | | | | 0.0 | % | | | 2,365 | | | | 9,355 | | | | - | | | | 2,365 | | | | Related Party Note | | | 1,000 | | | | 8.0 | % | | | - | | | | 1,000 | | | | - | | | | - | | | | 2025 Insurance Note | | | 580 | | | | 8.0 | % | | | 154 | | | | - | | | | 426 | | | | - | | | | 2024 Insurance Note | | | 596 | | | | 8.4 | % | | | 422 | | | | 174 | | | | - | | | | 422 | | | | New 2023 Insurance Note | | | 631 | | | | 8.6 | % | | | - | | | | 436 | | | | - | | | | - | | | | | | | | | | | | | | $ | 2,941 | | | $ | 10,965 | | | $ | 9,676 | | | $ | 2,787 | | | | Less: current portion of notes payable | | | | | | | | | | | | | | | | | | | (2,854 | ) | | | (2,787 | ) | | | Unamortized debt discounts and debt issuance costs | | | | | | | | | | | | | | | | | | | (1,284 | ) | | | - | | | | Notes payable, long term | | | | | | | | | | | | | | | | | | $ | 5,538 | | | $ | - | | | **Avenue Capital Financing** **** On March 24, 2025, the Company completed the Avenue Financing, with an initial draw-down of $8.5million. F-22 The term of the Avenue Financing is for three years, with an interest-only payment period of no less than 15 months, which can be extended to 24 months upon achieving the milestones for the second financing tranche. The second financing tranche, which includes an additional $6.5million in debt financing from Avenue Capital Group is contingent upon; (i) FDA clearance of the DeepView System and (ii) the Company completing a $7.0million equity raise.The borrowings under the Avenue Financing accrue interest at a variable amount per annum equal to the greater of (i) the sum of (A) the Prime Rate plus (B) 5.25%, and (ii) 12.75%, and they mature on March 1, 2028 (the Maturity Date). In addition, on the Maturity Date a final payment of $0.8 million is due to Avenue Capital Group and is accrued as debt as of December 31, 2025. Up to $2.0million of the borrowings under the Avenue Financing is convertible at the lenders option, into a number of shares of common stock at a price per share equal to120% of the exercise price of the Avenue Warrants discussed below. As part of the Avenue Financing the Company issued768,072warrants to Avenue Capital Group which was equal to8.5% of the total funding commitment (the Avenue Warrants). The Avenue Warrants have an exercise price equal to the lower of $1.66per share and the lowest price per share paid to the Company in cash for common stock through December 31, 2025. The Avenue Warrants were determined to be classified as a liability instrument as certain terms preclude them from being considered indexed to the Companys Common Stock. The net proceeds of Avenue Financing of $8.3million were first allocated to the fair value of the Avenue Warrants, with the residual proceeds being allocated to the debt. The difference between debt proceeds and the amount of those proceeds allocated to debt gave rise to a debt discount of $0.7million. The discount amount due to the Avenue Warrants of $0.7million along with the loan fees allocated to the loan of $1.0million, which includes the final payment of $0.8million, for an aggregate debt discount and debt issuance costs of $1.7million as shown in the table above, will be amortized as interest expense through maturity using the effective interest method. The portion of loan fees allocated to the Avenue Warrants, of $22,000, were expensed during the year ended December 31, 2025 as financing related costs in the consolidated statement of operations and comprehensive income (loss). Future principal payments, including the final payment, of the Avenue note payable are as follows (in thousands): | Year Ended December 31, 2026 | | $ | 2,429 | | | | Year Ended December 31, 2027 | | | 4,857 | | | | Year Ended December 31, 2028 | | | 1,964 | | | | Total | | | 9,250 | | | **Yorkville Convertible Notes** On March 20, 2024, the Company entered into the SEPA with Yorkville pursuant to which the Company has the right to sell to Yorkville up to $30.0 million of its shares of Company Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA (such transaction, the Yorkville Transaction). In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the Convertible Notes) an aggregate principal amount of up to $12.5 million (the Pre-Paid Advance), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on March 20, 2024 in the amount of $5.0 million with a fixed conversion price of $3.16. The Company received $4.6 million in cash, net of the 8% original issue discount. On May 14, 2024, the shareholders voted to approve the reservation and issuance of shares to Yorkville to exceed the Exchange Cap and the second Pre-Paid Advance was disbursed on May 16, 2024 in the amount of $4.6 million, which is the $5.0 million second Pre-Paid Advance net of $0.4 million of the 8% original issue discount, with a fixed conversion price of $2.03. The third Pre-Paid Advance was disbursed on July 17, 2024 in the principal amount of $2.3 million, which is the $2.5 million third Pre-Paid Advance net of the $0.2 million of the 8% original issue discount, with a fixed conversion price equal to 120% of the average VWAP during the three trading days immediately prior to the issuance of the note. The purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The Company paid no interest relating to the Convertible Notes. F-23 Beginning on the forty-fifth (45th) day following the issuance date of the Convertible Note issued in connection with the first Pre-Paid Advance, and continuing on the same day of each successive month thereafter, (each, an Installment Date), the Company shall repay a portion of the outstanding balance of the Pre-Paid Advance in an amount equal to (i) $1,750,000, provided however, in respect of any Installment Date prior to the closing of the second Pre-Paid Advance, $750,000 (the Installment Principal Amount), plus (ii) the a payment premium of 7% of such Installment Principal Amount, and (iii) accrued and unpaid interest hereunder as of each Installment Date. The maturity date of the Convertible Notes issued in connection with each Pre-Paid Advance will be 12 months after the issuance date of such Convertible Notes. In October 2024, the Company and Yorkville agreed to amend the dates and the allocation of installment amounts to be paid pursuant to the Pre-Paid Advances, such that the outstanding balance of the Pre-Paid Advances is to be paid by February 2025. During the year ended December 31, 2024, the Company made aggregate installment payments on the Pre-Paid Advances in the amount of $10.8 million, of which $8.3 million was settled in cash and $2.5 million was settled in shares. Of the aggregate installment payments, $9.4 million relates to the repayment of the principal, $0.8 million relates to the 8% original issue discount and $0.6 million relates to the 7% payment premium. As of December 31, 2024, the aggregate outstanding principal balance of the Yorkville Convertible Notes was $2.1 million. As the SEPA is an equity-linked contract that does not qualify for equity classification, any expenses incurred will be recognized in the consolidated statements of operations and comprehensive loss within financing related costs. For the year ended December 31, 2024, the Company recognized $1.1 million in issuance costs related to the SEPA. During the year ended December 31, 2025, the Company paid the remaining $2.4million of Yorkville Convertible Notes of which $1.2million was settled in cash and $1.2million was settled in shares of common stock. The Company still has access to the remaining funds under the SEPA. The sales of the shares of Common Stock to Yorkville under the SEPA, and the timing of any such sales, are at the Companys option. **Related Party Note** On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest shareholder for the acquisition and development of a health care related artificial intelligence intellectual property portfolio. The investment is structured as a note payable with a one-year maturity, at an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Companys shareholders or if Spectral IP is sold to a third party. The holder of the Spectral IP Note exercised a number of conversion rights throughout the fourth quarter of 2024 for the full conversion of the Spectral IP Note in exchange for a total of 540,996 shares of the Companys common stock, which represents a 5.00% discount to the closing price of the Companys shares of Common Stock on the day prior to the date of notice of the holders exercise of its conversion right. **** **Insurance Notes** The Company finances its director and officer liability insurance premiums over a term of less than one year. The Company has determined that the carrying amounts of all of the insurance notes approximate fair value due to the short-term nature of borrowings and current market rates of interest. **7. COMMITMENTS AND CONTINGENCIES** **Legal Matters** The Company is not a party to any material legal proceedings or pending claims. The Company is aware of a material threatened claim that it believes is without merit. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. F-24 **** **8. LEASES** The Company leases office space for its principal office in Dallas, Texas, which was amended in April 2024 to extend the lease term to expire in February 2028. The lease amendment also included a landlord-provided tenant improvement allowance of up to $0.3 million to be applied to the costs of the construction of leasehold improvements. The Company determined that it owns the leasehold improvements under the lease and, as such, reflected the $0.3 million lease incentive as an in-substance fixed lease payment that reduced the lease liability and right-of-use asset. As of December 31, 2025, leasehold improvement costs of $0.3 million were incurred and paid for directly by the lessor. As construction was performed for the improvements, the reduction to the lease payments was capitalized to construction-in-process. The construction was completed during the year ended December 31, 2025 and the Company recognized a leasehold improvement asset which is amortized over the remaining lease term. During 2025, the Company entered into a lease for office space in the United Kingdom for annual payments of $0.1million under a lease. The lease was renewed for an additional year in January 2026, however the Company has excluded this lease from the tables below as the term istwelve months. The following table summarizes quantitative information about the Companys operating leases for the years ended December 31, 2025 and 2024 (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Operating cash flows used in operating leases | | $ | 691 | | | $ | 894 | | | | Right-of-use assets exchanged for operating lease liabilities | | $ | - | | | $ | 1,771 | | | | Weighted average remaining lease term (in years) | | | 2.2 | | | | 3.2 | | | | Weighted average discount rate | | | 8.5 | % | | | 8.5 | % | | The following table provides the components of the Companys lease cost included in general and administrative expense in the consolidated statement of operations (in thousands): | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Operating leases | | | | | | | | | Operating lease cost | | $ | 727 | | | $ | 751 | | | | Variable lease cost | | | 487 | | | | 407 | | | | Operating lease expense | | | 1,214 | | | | 1,158 | | | | Short-term lease rent expense | | | 145 | | | | 149 | | | | Total rent expense | | $ | 1,359 | | | $ | 1,307 | | | Variable lease cost is primarily attributable to amounts paid to lessors for utility charges, parking, and property taxes under an office space lease. As of December 31, 2025, future minimum payments under the non-cancelable operating leases were as follows (in thousands): | Year Ended December 31, 2026 | | $ | 850 | | | | Year Ended December 31, 2027 | | | 871 | | | | Year Ended December 31, 2028 | | | 149 | | | | Total | | | 1,870 | | | | Less: imputed interest | | | (168 | ) | | | Operating lease liabilities | | $ | 1,702 | | | F-25 **** **9. STOCKHOLDERS EQUITY** In conjunction with the Closing, the Companys certificate of incorporation was amended and restated to authorize the issuance of 80,000,000 shares of Company Common Stock, $0.0001 par value and 1,000,000 shares of preferred stock, $0.0001 par value (the Company Preferred Stock). On March 21, 2025, the Company entered into Purchase Agreements with certain stockholders for the sale of an aggregate of 2,068,846 shares of Common Stock, at an offering price of $1.30 per Share along with the issuance of the Investor Warrants. The gross proceeds of $2.7 million were allocated to the liability-classified Investor Warrants based on their fair value at issuance of $2.2 million, with the residual gross proceeds of $0.5 million allocated to the Common Stock. Total issuance costs incurred of $0.2 million were allocated between the Investor Warrants and Common Stock issued. Issuance costs allocated to the Common Stock of $152,000 were recorded in additional paid-in-capital. On October 22, 2025, the Company entered into a securities purchase agreement with a certain investor for the sale of 3,065,000 shares of Common Stock, at an offering price of $1.90 per Share along with the issuance of the Hudson Warrants and Pre-Funded Warrants. The gross proceeds of $7.6 million were allocated to the liability-classified Hudson Warrants based on their fair value at issuance of $7.5 million, with the residual gross proceeds of $0.1 million allocated between the Common Stock and equity-classified Pre-Funded Warrants based on their relative fair value. Total issuance costs incurred of $0.6 million were allocated between the warrants and Common Stock issued. Issuance costs allocated to the Common Stock and Pre-Funded Warrants of less than $0.1 million were recorded in additional paid-in-capital. Refer to Note 2 for further information on the Investor Warrants, Avenue Warrants, and Pre-Funded Warrants. As described in Note 2, during the year ended December 31, 2025, 1,403,846 Investor Warrants were exercised for shares of Common Stock. In November and December 2024, the Company issued2,415,900shares for aggregate net proceeds of approximately $3.1million to certain institutional investors through at-the market equity issuances. **10. STOCK-BASED COMPENSATION** **** **2023 Long Term Incentive Plan** **** On May 14, 2024, the Companys shareholders approved the adoption of the 2023 Long Term Incentive Plan (the 2023 Plan) which permits granting of incentive stock options (they must meet all statutory requirements), non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, and other cash-based or stock-based awards. The options, restricted stock units and other securities issued pursuant to previous plans have been replaced with a corresponding award to be issued pursuant to the 2023 Plan. The maximum aggregate number of shares that may be issued under the Plan shall not exceed 8,000,000, plus the number of shares that are automatically added on January 1st of each year for a period of up to ten years, commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of stock outstanding on December 31st of the preceding calendar year, and (ii) an amount determined by the Board of Directors. Pursuant to the 2023 Plan, stock options must expire within10years and must be granted with exercise prices of no less than the fair value of the common stock on the grant date, as determined by the Board of Directors. As of December 31, 2025, under the 2023 Plan,3,857,136 shares of common stock were issuable upon exercise of outstanding options and 9,700 restricted stock units (RSUs) were issuable. Under the 2023 Plan, 3,730,684 shares remain available for issuance through grants of future options. The 2023 Plan provides that the Compensation Committee shall determine the vesting conditions of awards granted under the 2023 Plan, and the Compensation Committee has from time-to-time approved vesting schedules for certain awards that deviate from the vesting conditions described in the previous sentence. F-26 **Restricted Stock Units** On January 3, 2024, the Company granted its then-CFO a market condition RSU of up to 150,000 shares of the Companys common stock. The award had a grant date fair value of approximately $0.4 million using a Monte Carlo simulation model. The RSUs under this market-based award will vest partially based on achievement of stock price targets of the Companys common stock. 50,000 RSUs vest when the 180-day VWAP meets or exceeds $8.00 per share, 50,000 RSUs vest when the 180-day VWAP meets or exceeds $12.00 per share, and 50,000 RSUs are not market-based and will vest over the continued service period of three years. These market-based conditions must be met in order for portions of the RSU award to vest, and it is therefore possible that certain awards ultimately would not vest. The grant date fair value of each RSU grant is expensed over the requisite service period. Compensation expense relating to share-based awards with market-based conditions is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions. On February 29, 2024, the Company granted both its CFO and CEO awards of RSUs up to 150,000 shares of the Companys common stock. The two awards had a grant date fair value of approximately $0.6 million using a Monte Carlo simulation model. The portion of RSUs that are market-based awards will vest partially based on achievement of stock price targets of the Companys common stock. 37,500 RSUs vest when the 180-day VWAP meets or exceeds $8.00 per share, 37,500 RSUs vest when the 180-day VWAP meets or exceeds $10.00 per share. The market-based conditions must be met in order for the market-based portion of the RSU awards to vest, and it is therefore possible that certain awards ultimately would not vest. 75,000 RSUs are not market-based and will vest over the continued service period of three years. The grant date fair value of each RSU grant is expensed over the requisite service period. Compensation expense relating to share-based awards with market-based conditions is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions. On February 29, 2024, the Company amended the terms of the January 3, 2024 RSU grant to its then-CFO to provide for identical vesting terms to those provided in the February 29, 2024 RSU grant. The Company determined the amended RSU grant represents a modification of the original award, however, the incremental compensation cost of the amendment was not material. In October 2024, in connection with the resignation of the then-CEO, 300,000 unvested RSUs were forfeited and the Company granted 100,000 RSUs that immediately vested to the then-CEO. During the year ended December 31, 2025, the Company modified the terms of 150,000 outstanding RSU awards with market based and service based vesting conditions to remove all market based vesting conditions and accelerate the service based vesting. The modified award will vest such that 100,000 awards vested upon modification and 50,000 awards will vest on December 31, 2025. The modification was accounted for as if the modified award was a new award on the modification date. The Company compared the fair-value-based measure of the modified awards to the fair-value-based measure of the original awards immediately before the modification. As a result of the modification, the Company recognized incremental compensation cost of approximately $43 thousand, representing the excess of the fair-value-based measure of the modified awards over the original awards. This incremental cost is being recognized over the remaining requisite service period of the awards. A summary of RSU activities for the year ended December 31, 2025 are presented below: | | | Number of Shares | | | Weighted Average Grant Date Fair Value per Share | | | | Nonvested as of January 1, 2025 | | | 169,400 | | | $ | 1.98 | | | | Granted | | | - | | | $ | - | | | | Vested | | | (159,700 | ) | | $ | 1.82 | | | | Forfeited | | | - | | | $ | - | | | | Nonvested as of December 31, 2025 | | | 9,700 | | | $ | 0.45 | | | F-27 The Company did not grant any restricted stock awards during the year ended December 31, 2025. As of December 31, 2025, total unrecognized compensation expense related to restricted stock units was $13,000, which is expected to be recognized over a weighted-average period of 0.3 years. **** **Stock Options** The fair value of each employee and non-employee stock option grant with service based vesting conditions is estimated on the date of grant using the Black-Scholes option-pricing model. In the current year, the Company estimates its expected stock volatility based on its historical volatility, and in previous years, due to insufficient historical volatility, the historical volatility of a publicly traded set of peer companies. The expected term of the Companys stock options for employees has been determined utilizing the simplified method by taking an average of the vesting periods and the original contractual terms for each award. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the US. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield iszerobased on the fact that the Company does not expect to pay any cash dividends in the foreseeable future. The Companys stock options generally vest ratably annually over 3 years and have a contractual term of 10 years. In applying the Black Scholes option pricing model, the Company used the following assumptions for stock options granted during the years ended December 31, 2025 and 2024: | | | Year ended December 31, 2025 | | | Year ended December 31, 2024 | | | | Exercise price (per share) | | $ | 1.28 | | | $ | 1.51 | | | | Expected term (years) | | | 5.3 | | | | 4.8 | | | | Volatility (annual) | | | 89 | % | | | 66 | % | | | Risk-free rate | | | 3.8 | % | | | 4.2 | % | | | Dividend yield (per share) | | | 0 | % | | | 0 | % | | During the year ended December 31, 2025, the Company granted stock options to purchase shares of the Companys common stock to certain employees and board members which vest based on achievement of stock price targets of the Companys common stock. As of December 31, 2025, options to purchase550,000shares of common stock will vest when the 30-day VWAP meets or exceeds $3.00per share. The grant date fair value of these options were valued using a Monte Carlo valuation model and will be expensed over the requisite service period. In applying the Monte Carlo simulation model, the Company used the following assumptions for stock options granted during the years ended December 31, 2025: | | | Year ended December 31, 2025 | | | | Exercise price (per share) | | $ | 1.25 | | | | Expected term (years) | | | 2.0 | | | | Volatility (annual) | | | 75 | % | | | Risk-free rate | | | 4.3 | % | | | Dividend yield (per share) | | | 0 | % | | F-28 A summary of stock options activity for the year ended December 31, 2025 is presented below: | | | Stock Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (in years) | | | Aggregate Intrinsic Value (in thousands) | | | | Outstanding at January 1, 2025 | | | 3,594,488 | | | $ | 2.01 | | | | 6.0 | | | $ | 3,825 | | | | Options granted | | | 918,706 | | | | 1.26 | | | | | | | | | | | | Options forfeited | | | (38,198 | ) | | | 2.82 | | | | | | | | | | | | Options cancelled | | | (92,579 | ) | | | 3.97 | | | | | | | | | | | | Options exercised | | | (525,277 | ) | | | 1.54 | | | | | | | | | | | | Outstanding as of December 31, 2025 | | | 3,857,136 | | | | 1.84 | | | | 6.1 | | | | 544 | | | | Options vested and exercisable as of December 31, 2025 | | | 2,951,221 | | | | 1.92 | | | | 5.2 | | | | 420 | | | The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Companys common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the respective date. As of December 31, 2025, there was approximately $0.5 million of unrecognized stock-based compensation related to stock option grants that will be amortized over a weighted average period of1.0years. The Company recorded stock-based compensation expense for stock options, RSUs, and restricted stock awards of $1.1million for the year ended December 31, 2025 and $1.0million for the year ended December 31, 2024 in general and administrative expenses in the consolidated statements of operations. **11. INCOME TAXES** Effective for the year ended December 31, 2025, the Company adopted ASU 2023-09 and applied the disclosure requirements on a prospective basis. In accordance with prospective application, the Company did not recast prior period disclosures. **** **Loss Before Income Taxes** **** Loss from before income tax expense/(benefit) disaggregated between domestic and foreign were as follows in accordance with ASU 2023-09 (in thousands): | | | 2025 | | | | Domestic | | | (6,654 | ) | | | Foreign | | | (906 | ) | | | Total loss before income taxes | | | (7,560 | ) | | **Effective Tax Rate** **** The overall effective tax rate ETR for the Company, as calculated under ASC 740 guidance for the tax period ended December 31,2025 and 2024 is (0.15)% and (1.78)% respectively. The following tables reconcile the federal statutory income rate to the Companys effective income tax rate: | | | 2025 | | | | U.S. federal statutory tax rate | | | (1,588 | ) | | | 21.00 | % | | | State income taxes, net of federal benefit | | | 72 | | | | (0.95 | )% | | | Foreign tax effects: | | | | | | | | | | | United Kingdom: | | | | | | | | | | | Changes in valuation allowance | | | 227 | | | | (3.00 | )% | | | Statutory tax difference between U.K. and U.S. | | | (36 | ) | | | 0.48 | % | | | Change in valuation allowance | | | 1,908 | | | | (25.24 | )% | | | Nontaxable or nondeductible items: | | | | | | | | | | | Mark to market warrants | | | (682 | ) | | | 9.02 | % | | | Other | | | 83 | | | | (1.10 | )% | | | Other: | | | | | | | | | | | Other | | | 27 | | | | (0.36 | )% | | | Total federal, state and income taxes | | | 11 | | | | (0.15 | )% | | F-29 | | | 2024 | | | | Federal income tax rate | | | 21.00 | % | | | State income tax benefit | | | (0.65 | )% | | | Impact of non-U.S. Earnings | | | (0.63 | )% | | | Permanent items | | | (7.34 | )% | | | Return to provision adjustments | | | (0.05 | )% | | | Non-deductible stock compensation | | | (1.03 | )% | | | Non-deductible executive compensation | | | (1.35 | )% | | | Tax Credits | | | 0.16 | % | | | Difference and changes in tax rates | | | 0.06 | % | | | Other | | | 0.01 | % | | | Change in valuation allowance | | | (11.9 | )% | | | Effective income tax rate | | | (1.78 | )% | | The main drivers between the federal statutory rate of 21.00% and ETR of (0.15%) for the year ended December 31, 2025 is the mark to market of the warrants and change in valuation allowance. **Components of Income Tax Expense/(Benefit)** The components of income tax expense/(benefit) for the years ended December 31, 2025 and 2024 are as follows (in thousands): | | | 2025 | | | 2024 | | | | Current | | | | | | | | | US Federal | | $ | (82 | ) | | $ | 157 | | | | US State | | | 93 | | | | 114 | | | | Total current provision | | | 11 | | | | 271 | | | | Total provision for income taxes | | $ | 11 | | | $ | 271 | | | The company is in a taxable loss position for the year ending December 31, 2025. The current tax expense of $11,000 is resulting from the gross margin tax for the Companys state filing in Texas. **Income Taxes Paid** Income taxes paid, net of refunds received, consisted of the following for the year ending December 31, 2025 (in thousands): | | | 2025 | | | | Federal | | $ | - | | | | State and local | | | | | | | Texas | | | 100 | | | | Income taxes paid, net of refunds received | | $ | 100 | | | F-30 **Deferred Income Taxes** The main components of deferred tax assets/(liabilities) for the periods ended December 31, 2025 and 2024, are as follows (in thousands): | | | 2025 | | | 2024 | | | | Deferred income tax assets: | | | | | | | | | Net operating loss carryforwards | | $ | 6,144 | | | $ | 4,518 | | | | Capitalized research expenses | | | 598 | | | | 870 | | | | Intangible assets | | | 377 | | | | 407 | | | | Stock-based compensation | | | 377 | | | | 337 | | | | Lease liabilities | | | 357 | | | | - | | | | Tax credits | | | 192 | | | | 118 | | | | Non-deductible interest | | | 186 | | | | - | | | | Accrued compensation | | | 354 | | | | 411 | | | | Other | | | 12 | | | | - | | | | Total deferred income tax assets | | | 8,597 | | | | 6,661 | | | | Deferred income tax liabilities: | | | | | | | | | | | Right-of-use assets | | | (295 | ) | | | (412 | ) | | | Lease liabilities | | | - | | | | (75 | ) | | | Total deferred income tax liabilities | | $ | (295 | ) | | $ | (487 | ) | | | Net deferred income tax assets | | $ | 8,302 | | | $ | 6,174 | | | | Valuation allowance | | | (8,302 | ) | | | (6,174 | ) | | | Deferred income tax assets, net of valuation allowance | | | - | | | | - | | | **Valuation Allowance Considerations** ASC 740, Income Taxes requires that a valuation allowance be established when it is more likely than not that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2025, and 2024. The net change in valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $2.1 million and $1.8 million, respectively. **Section 174 Capitalization** **** On July 4, 2025, U.S. legislation formally titled An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14 (The Act) was signed into law. The Act, among other things, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime. The most significant of these changes for the Company is the change to immediate expense for research and development costs that were previously capitalized and a change to the calculation for the interest limitation for tax purposes. During the year the Company recorded an immaterial benefit to income tax expense. The Company has also elected to deduct all 50% of previously capitalized research and development expenses in 2025 and the balance in 2026, that resulted in an increase to net operating loss carryovers offset with a corresponding valuation allowance. The Company continues to capitalize certain research and development costs based on historic tax law. **Net Operating Losses** **** As of December 31, 2025 and 2024, the Company had available federal net operating loss carryforwards (NOLs) of $25.9 million and $19.2 million, respectively, which are available to offset future federal taxable income. Under the Tax Cuts and Jobs Act (TCJA), all NOLs incurred after December 31, 2017 are carried forward indefinitely for federal tax purposes. Utilization of net operating losses and credits may be subject to substantial annual limitations due to the change in ownership provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization. The Company has not yet performed an analysis, and that, when completed, such an analysis may result in expiration of net operating losses before utilization and an adjustment to the Companys deferred taxes. As of December 31, 2025 and 2024, the Company had available UK NOL of $2.8 million and $1.9 million to offset future UK taxable income. Section382 of the Internal Revenue Code limits the utilization of U.S. net operating loss (NOL) carryforwards following a change of control. The Company has not performed an analysis of whether a change of control defined under Section 382 may have occurred. Upon performing an analysis of whether an ownership change has occurred, any future NOL deductions may be limited. However, the Companys NOL carryforward as discussed above does not expire. F-31 The Company is subject to taxation in the U.S and in various state, local and foreign jurisdictions. The Companys tax returns for years 2021 through present are open to tax examinations by U.S. Federal, state, local and foreign tax authorities; however, carryforward attributes that were generated prior to January 1, 2018, remain subject to adjustment upon examination if they either have been utilized or will be utilized in a future period. **12. NET LOSS PER COMMON SHARE** Basic and diluted net loss per common share attributable to common stockholders are the same for the years ended December 31, 2025 and 2024, since the inclusion of all potential shares of common stock outstanding would have been anti-dilutive due to the Companys net loss. Basic and diluted net loss per common share attributable to common stockholders for the year ended December 31, 2025 includes the weighted average effect of 935,000 shares of common stock issuable upon exercise of pre-funded warrants that were issued in connection with the October 2025 Offering. The table below summarizes potentially dilutive securities that were excluded from the computation of net loss per common share as of the periods presented because including them would be anti-dilutive. | | | 2025 | | | 2024 | | | | | | | | | | | | | Common stock options | | | 3,857,136 | | | | 3,594,484 | | | | Common stock warrants | | | 13,940,383 | | | | 8,507,311 | | | | Unvested restricted stock units | | | 9,700 | | | | 169,400 | | | | Potentially dilutive securities | | | 17,807,219 | | | | 12,271,195 | | | **13. RELATED PARTY TRANSACTIONS** On March 7, 2024, the Company formed a new wholly-owned subsidiary, Spectral IP, to be utilized to acquire artificial intelligence intellectual property with a specific emphasis on healthcare. On March 19, 2024, the Company announced that Spectral IP received a $1.0 million investment from an affiliate of its largest stockholder for the development of its artificial intelligence intellectual property portfolio. The investment was structured as a note payable with a one-year maturity, an interest rate of 8%, and requiring earlier prepayment if the Company spins off Spectral IP to the Companys stockholders or if Spectral IP is sold to a third party (the Spectral IP Note). On October 1, 2024, the Spectral IP Note was amended to (i) reduce the annual interest rate from8% to4%, (ii) extend the term of the Spectral IP Note through the second anniversary of the issuance date, March 18, 2026, (iii) include a conversion feature at the option of either the holder or Spectral IP to convert the then outstanding principal and accrued but unpaid interest into shares of the Company at any time (into such number of shares calculated by taking a five percent (5.00%) discount to the closing price of the Common Stock on the day prior to the date of notice to the Company of the exercise of the conversion right) and at maturity, respectively, and (iv) provide for registration rights of any shares of the Company issued in satisfaction of the outstanding obligations. The holder of the Spectral IP Note exercised a number of conversion rights throughout the fourth quarter of 2024 for the full conversion of the Spectral IP Note in exchange for a total of 540,996 shares of the Common Stock, which represents a 5.00% discount to the closing price of the Companys shares of Common Stock on the day prior to the date of notice of the holders exercise of its conversion right. There were no outstanding obligations due and owing under the Spectral IP Note as of December 31, 2025. On November4, 2024, Spectral IP entered into a purchase agreement with Sauvegarder Investment Management, Inc. (Sauvegarder IM, formerly known as SIM Tech Inc.), Sauvegarder IM was formed on March25, 2024 with a focus on IP-relatedtransactions.Pursuant to the purchase agreement, as amended, Spectral IP will acquire all of the outstanding common stock of Sauvegarder IM in exchange for issuing to the Sauvegarder IM stockholders 21,399,851 shares of common stock of Spectral IP and 22,827,380 shares of preferred stock of Spectral IP. Additionally, the Company has agreed to forfeit all shares of Spectral IP it holds other than 1,849,102, which is the value the parties attribute to the intellectual property license agreement held by Spectral IP. On May5, 2025, the Company entered into an intellectual property license agreement pursuant to which Spectral IP received a worldwide, non-exclusive, license to one international patent asset of the Company for the purposes of commercializing and monetizing outside the core areas of focus of the Company on market terms and conditions that are to be finalized. ** **14. SUBSEQUENT EVENTS** On March 18, 2026, the Company announced that it has received a contract modification from the Biomedical Advanced Research and Development Authority (BARDA) for the advancement of $31.7 millionfrom its existing contract with BARDA which included (i) a no-cost extension of the base phase of the contract, and (ii) the acceleration of certain parts of the next phase of such contract. As part of this funding advance, the Company has committed to fund $9.7 millionof the total overall development costs associated with these feature advancements. This funding comes as part of an ongoing partnership with BARDA, which has committed $54.9 million to date under the contract with an overall value of approximately $150 million. F-32 | | (b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. | | **** **Exhibit Index** | Exhibit Number | | Description | | | 2.1** | | Business Combination Agreement, by and among Rosecliff Acquisition CorpI, Merger SubI, MergerSubII and Spectral MD Holdings, Ltd., dated as of April11, 2023 (incorporated by reference to AnnexA of the Registration Statement on FormS-4 (File No.333-271566)). | | | 3.1** | | Second Amended and Restated Certificate of Incorporation of Spectral AI, Inc. (incorporated by reference to the Registrants Current Report on Form8-K filed with the SEC on September15, 2023). | | | 3.2** | | Amended and Restated Bylaws of Spectral AI, Inc. (incorporated by reference to the Registrants Current Report on Form8-K filed with the SEC on September15, 2023). | | | 4.1** | | Warrant Agreement, dated February11, 2021, between Rosecliff Acquisition CorpI and Continental Stock Transfer& Trust Company, as warrant agent (incorporated by reference to the Registrants Current Report on Form8-K filed with the SEC on February17, 2021) | | | 4.2** | | Description of the Registrants Securities (incorporated by reference to the Registrants Annual Report on Form10-K filed on March31, 2022) | | | 4.3** | | Amended and Restated Registration Rights& Lock-up Agreement (incorporated by reference to the Registrants Current Report on Form8-K filed with the SEC on September15, 2023). | | | 4.4** | | Registration Rights Agreement, dated December26, 2023, between the Registrant and B.Riley Principal CapitalII, LLC (incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form8-K filed with the SEC on December27, 2023). | | | 10.1** | | Form of Indemnification Agreement (incorporated by reference to the Registrants Current Report on Form8-K filed with the SEC on September15, 2023). | | | 10.2** | | Sponsor Warrants Purchase Agreement, dated February11, 2021, between the Registrant and the Sponsor (incorporated by reference to the Registrants Current Report on Form8-K filed with the SEC on February17, 2021) | | | 10.3** | | BARDA Award/Contract, July1, 2019, by and between Spectral MD, Inc. and ASPR-BARDA (incorporated by reference to Exhibit 10.14 of the Registration Statement on FormS-4 (File No.333-271566)). | | | 10.4** | | Amendment of the Solicitation/Modification of the BARDA Contract, dated August26, 2022, by and between Spectral MD, Inc. and ASPR-BARDA (incorporated by reference to Exhibit 10.15 of the Registration Statement on FormS-4 (File No.333-271566)). | | | 10.5** | | Award/Contract for DHA, dated July1, 2021, by and between Spectral MD, Inc. and U.S.Army Medical Materiel Development Activity (incorporated by reference to Exhibit 10.16 of the Registration Statement on FormS-4 (File No.333-271566)). | | | 10.6** | | Amendment of the Solicitation/Modification of the DHA Contract, dated July1, 2021, by and between Spectral MD, Inc. and U.S.Army medical Materiel Development Activity (incorporated by reference to Exhibit 10.17 of the Registration Statement on FormS-4 (File No.333-271566)). | | | 10.7** | | MTEC Research Project Award, dated April12, 2023, by and between Spectral. MD, Inc. and Advanced Technology International MTEC Consortium Manager (incorporated by reference to Exhibit 10.18 of the Registration Statement on FormS-4 (File No.333-271566)). | | | 10.8** | | Sponsor Letter Agreement, dated April11, 2023, by and among Rosecliff AcquisitionI Sponsor LLC, Spectral MD Holdings, Ltd., and Rosecliff Acquisition CorpI (incorporated by reference to AnnexF of the Registration Statement on FormS-4 (File No.333-271566)). | | | 10.9** | | Common Stock Purchase Agreement, dated December26, 2023, between the Registrant and B.Riley Principal CapitalII, LLC (incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form8-K filed with the SEC on December27, 2023). | | 72 | 10.10** | | Spectral MD, Inc. 2018 Long Term Incentive Plan (incorporated by referenced to Exhibit 99.1 of Registrants Registration Statement on Form S-8, filed with the SEC on February 9, 2024) | | | 10.10.1** | | Form of Stock Option Award Agreement under Spectral MD, Inc. 2018 Long-Term Incentive Plan (incorporated by referenced to Exhibit 99.3 of Registrants Registration Statement on Form S-8, filed with the SEC on February 9, 2024) | | | 10.10.2** | | Form of RSU Award Agreement under Spectral MD, Inc. 2018 Long-Term Incentive Plan (incorporated by referenced to Exhibit 99.4 of Registrants Registration Statement on Form S-8, filed with the SEC on February 9, 2024) | | | 10.11** | | Spectral MD Holdings, Ltd. 2022 Long Term Incentive Plan (incorporated by referenced to Exhibit 99.2 of Registrants Registration Statement on Form S-8, filed with the SEC on February 9, 2024) | | | 10.11.1** | | Form of Stock Option Award Agreement under Spectral MD Holdings, Ltd. 2022 Long-Term Incentive Plan (incorporated by referenced to Exhibit 99.5 of Registrants Registration Statement on Form S-8, filed with the SEC on February 9, 2024) | | | 10.11.2** | | Form of RSU Award Agreement under Spectral MD Holdings, Ltd. 2022 Long-Term Incentive Plan (incorporated by referenced to Exhibit 99.6 of Registrants Registration Statement on Form S-8, filed with the SEC on February 9, 2024) | | | 10.12** | | Spectral AI, Inc. 2023 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.12 of Registrants Form 10-K, filed with the SEC on March 29, 2024) | | | 14** | | Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14 of Registrants Form 10-K, filed with the SEC on March 29, 2024) | | | 19 | | Insider Trading Policy | | | 21 | | List of Subsidiaries of the Registrant as of December 31, 2025 | | | 23.1 | | Consent of Forvis Mazars, LLP. | | | 23.2 | | Consent of KPMG LLP. | | | 31.1 | | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002 | | | 31.2 | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002 | | | 32.1 | | 18 U.S.C. Section 1350 Certifications of the Principal Executive Officer and the Chief Financial Officer | | | 97** | | Policy relating to recovery of erroneously awarded compensation (Incorporated by reference to Exhibit 97 of Registrants Form 10-K, filed with the SEC on March 29, 2024). | | | 101.INS | | Inline XBRL Instance Document | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | 104 | | Cover Page Interactive Data File | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | 104 | | Cover Page Interactive Data File | | | | ** | Previously filed. | | | | | Certain portions of this Exhibit have been omitted pursuant to RegulationS-KItem601(a)(5), Item601(a)(6)or Item601(b)(10), as applicable,promulgated under the ExchangeAct. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. | | **Item 16. Form 10-K Summary.** **** None. 73 **SIGNATURES** **** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | Signature | | Title | | Date | | | | | | | | | | /s/ Vincent S. Capone | | Chief Executive Officer | | March 24, 2026 | | | Vincent S. Capone | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Thomas Spieth | | Controller | | March 24 2026 | | | Thomas Spieth | | (Principal Financial Officer And Principal Accounting Officer) | | | | | | | | | | | | /s/ J. Michael DiMaio | | Director | | March 24, 2026 | | | J. Michael DiMaio | | | | | | | | | | | | | | /s/ Richard Cotton | | Director | | March 24, 2026 | | | Richard Cotton | | | | | | | | | | | | | | /s/ Martin Mellish | | Director | | March 24, 2026 | | | Martin Mellish | | | | | | | | | | | | | | /s/ Deepak Sadagopan | | Director | | March 24, 2026 | | | Deepak Sadagopan | | | | | | | | | | | | | | /s/ Marion Snyder | | Director | | March 24, 2026 | | | Marion Snyder | | | | | | 74