Spectral AI Inc (MDAI)

[Woodpecker3]

$MDAI risk of being delisted explains manipulative pump .

The Company is not currently in compliance with the continued listing requirements for The Nasdaq Stock Market. If the Company does not regain compliance and continueto meet the continued listing requirements, the Common Stock may be delisted, which could affect the market price and liquidity for theCompany’s Common Stock and reduce the Company’s ability to raise additional capital. On June 3, 2024, the Company receiveda letter from the Listing Qualifications Staff of the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company was not in compliancewith the requirement of Rule 5550(b)(2) relating to the maintenance of a minimum market value of its listed securities of $35.0 millionfor the last 31 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days from receiptof a notice from Nasdaq (the “Compliance Period”), to regain compliance with the market value of listed securities requirement.If at any time before December 2, 2024, the closing market capitalization of the Company’s Common Stock closes at or above $35.0million for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq ListingRule 5810(c)(3)(G) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliancewith the minimum market capitalization requirement, and the matter would be resolved. If the Company does not regain compliance duringthe review period ending December 2, 2024, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, providedthe Company meets the continued listing requirement for all other initial listing standards for the Nasdaq, other than the minimum market value of listed securities requirement, and notifies Nasdaq of its intent to cure the deficiency.

Although alternative public and private transaction structures may be available, these may require additional time and cost, may impose operational restrictions onthe Company, and may not be available on attractive terms. The Company’s inability to continue to raise capital with its CommonStock as listed on Nasdaq will harm its business, financial condition and results of operations, and will likely cause the Company’sstock value to further decline.