| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
Company’s condensed 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”). The
Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Legacy Spectral was determined as the accounting
acquirer and the Company as the acquired company for financial reporting purposes. Recapitalization Legacy
Spectral was determined to be the accounting acquiror based on evaluation of the following facts and circumstances:
(i) Legacy Spectral’s former shareholders have a majority of the voting power of Spectral AI;
(ii) Legacy Spectral’s senior management comprises all of the senior management of Spectral AI;
(iii) Legacy Spectral selected five of the six directors for the Board of Directors of Spectral AI;
(iv) Legacy Spectral’s relative size of assets and operations compared to Rosecliff; and
(v) Legacy Spectral’s operations comprise the ongoing operations of Spectral AI. All
historical financial information presented in the condensed consolidated financial statements represents the accounts of Legacy Spectral
at their historical values as if Legacy Spectral is the predecessor to the Company. The condensed consolidated financial statements following
the Closing reflect the results of the combined entity’s operations. All
issued and outstanding shares of Legacy Spectral Common Stock and warrants, stock options, restricted stock units (“RSUs”),
and restricted stock awards (“RSAs”) of Legacy Spectral and the per share amounts contained in the condensed consolidated
financial statements for the periods presented prior to the Closing have been retroactively restated to reflect the Exchange Ratio (as
defined in Note 1). Principles of Consolidation The
condensed 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 DeepView Limited, and Spectral IP. Significant
inter-company transactions and balances have been eliminated in consolidation. Use
of Estimates The
preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the amounts reported in the condensed 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 Company’s 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, 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 Company has one operating segment. The Company’s
chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on an aggregate basis for the purpose
of allocating resources. 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, UK, & Ireland financial institutions. Accounts
Receivable, Net and Unbilled Revenue Accounts
receivable represent amounts due from US government agencies pursuant to research and development contracts associated with the Company’s
DeepView ® 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 doubtful accounts as of March 31, 2024 and December 31, 2023. 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. The Company records unbilled revenue
when revenue is recognized prior to billing customers. 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 Company’s concentration of receivables. As of March 31, 2024 and December 31, 2023, receivables were
concentrated from one customer (which is a US. Government agency) representing 98% and 92% of total net receivables, respectively. One
customer (which is a U.S. government agency) accounted for 96% for the three months ended March 31, 2024 and 97% for the three
months ended March 31, 2023 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 three months ended March 31, 2024 and the three months ended March 31, 2023, 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). Foreign
Currency The
reporting currency for the condensed 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 is 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. Translation adjustments are included in Accumulated other comprehensive income as a component
of stockholders’ equity. As of March 31, 2024 and March 31, 2023, the Company’s translation adjustments are not material. Monetary
assets and liabilities denominated in currencies other than the US dollar are translated at exchange rates in effect at the balance sheet
date. Resulting unrealized gains and losses are included in other income (expense), net in the condensed consolidated statements of operations.
For the three months ended March 31, 2024 the Company recorded approximately $16,000 of net foreign exchange transaction losses. For the
three months ended March 31, 2023, the Company recorded approximately $13,000 of net foreign exchange transaction gains primarily related
to one of the Company’s 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 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 Company’s condensed 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. Leases Under lease guidance, arrangements
meeting the definition of a lease are classified as operating or financing leases. Operating leases are recorded in the condensed 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 Company’s 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 three months ended
March 31, 2024 and 2023, the Company did not have any financing leases. Warrant Liabilities On September 11, 2023, in
conjunction with the Business Combination, the Company assumed the Public Warrants which have 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 Company’s 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. As of March 31, 2024, 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 $11.50 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. In September 2021, Legacy
Spectral issued 73,978 warrants, with a strike price of $7.32 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 (“SP Angel Warrants”).
In conjunction with the Business Combination, the SP Angel Warrants were converted into warrants to purchase Company Common Stock based
on the Exchange Ratio. As of March 31, 2024, there are 73,978 SP Angel Warrants to purchase Company Common Stock outstanding. The Company accounts for
its Public Warrants and the SP 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 SP 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 Company’s condensed consolidated statements of operations within other income (expense). Research and Development Revenue The Company recognizes revenue
when the Company’s customers obtain control of promised goods or services, in an amount that reflects the consideration which the
Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with
a customer(s); (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 Company satisfies a performance obligation. The Company generates research
and development revenue, primarily from the contracts with BARDA and MTEC. Each contract for BARDA and MTEC has a single performance obligation. The contracts with BARDA
are cost-plus-fee contracts associated with development of certain product candidates. BARDA reimburses the Company based on allowable
costs plus any recognizable earned fee. Revenues from these reimbursable costs are recognized as the costs are incurred. 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 is 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 Company’s
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 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 three months
ended March 31, 2024 and 2023, research and development expense was $4.3 million and $4.0 million, respectively, of which $3.4 million
and $2.9 million, respectively, is related to the combined BARDA and MTEC contracts and included in cost of revenue and $0.9 million
and $1.1 million, 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 Company’s 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 Company’s stock-based awards represent management’s best estimates and involve inherent uncertainties and
the application of management’s 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 condensed 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. 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 March 31, 2024 and December 31, 2023 that qualify for either recognition or disclosure in the condensed consolidated
financial statements under this guidance. The Company’s policy
is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses
in the condensed consolidated statements of operations. The Company did not have any interest and penalties during the three months ended
March 31, 2024 and 2023 and did not have any interest or penalties accrued as of March 31, 2024. 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 tax provisions or benefits 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 September 2016, the FASB
issued ASU No. 2016-13, Financial Instruments — Credit Losses, which was subsequently amended by ASU No. 2018-19, ASU No. 2019-04,
ASU No. 2019-05, ASU 2019-10, ASU No. 2019-11, ASU No. 2020-03, and ASU No. 2022-02. These ASUs have provided for various minor technical
corrections and improvements to the codification as well as other transition matters. Smaller reporting companies who file with the SEC
are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. This standard
requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based
on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary
impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through
an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair
value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether
a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about
the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting
date. The Company adopted this standard on January 1, 2023, with no impact on its condensed consolidated financial statements and related
disclosures. In August 2020, the
FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and
Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models
required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for
the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted
this standard on January 1, 2024, with no impact on its condensed consolidated financial statements and related disclosures. In June 2022, the FASB
issued ASU 2022-03, ASC Subtopic 820 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU
2022-03”). The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring
the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend
a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale
restrictions that are measured at fair value in accordance with Topic 820. For public business entities, the amendments in this update
are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company
adopted this standard on January 1, 2024, with no impact on its condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued
ASU 2023-01, Leases (Topic 842) — Common Control Arrangements, which require that leasehold improvements associated with common
control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of
the lease term) as long as the lessee controls the use of the underlying asset. It also requires such leasehold improvements to be accounted
for as a transfer between entities under common control through an adjustment to entity if, and when, the lessee no longer controls the
use of the underlying asset. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within
those fiscal years. The Company adopted this standard on January 1, 2024, with no impact on its condensed consolidated financial
statements and related disclosures. Recently Issued Accounting Standards In October 2023, the FASB
issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC’s 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 SEC’s 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 condensed consolidated financial statements. In November 2023, the FASB
issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07
updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information
used to assess segment performance. This update is effective for the Company in the consolidated financial statements for the year ending
December 31, 2024, and interim periods beginning after January 1, 2025. The Company is currently evaluating the impact that the adoption
of this standard will have on its condensed consolidated financial statements and disclosures. 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 disclosure requirements will be applied on a prospective basis,
with the option to apply them retrospectively. This update will be effective for annual periods beginning after December 15, 2024, with
early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed
consolidated financial statements and disclosures. |
