Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | RCLF | INCENTIVE STOCK OPTION | Other | +78.6K | 78.6K | Sep 11, 2023 | COMMON STOCK | 78.6K | $3.82 | Direct | F1, F2, F3 | |||
transaction | RCLF | NON-QUALIFIED STOCK OPTION | Other | +18.4K | +23.33% | 97K | Sep 11, 2023 | COMMON STOCK | 18.4K | $3.82 | Direct | F1, F2, F3 |
Id | Content |
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F1 | On September 11, 2023, Spectral AI, Inc., a Delaware corporation formerly known as Rosecliff Acquisition Corp. I (the "Issuer") and Spectral MD Holdings Ltd ("Spectral") consummated the business combination (the "Business Combination") pursuant to that certain business combination agreement, dated April 11, 2023 (as amended, the "Business Combination Agreement"). In connection with the closing of the Business Combination (the "Closing"), each 10.31 shares of common stock of Spectral outstanding immediately prior to the Closing were exchanged for one share of common stock of the Issuer, par value $0.0001 (the "Common Stock"). |
F2 | In connection with the Closing, the Issuer assumed the obligations of Spectral with respect to Spectral's outstanding stock options (both incentive stock options and non-qualified stock options). These options vest and become exercisable as follows: 33% vest on 11/7/2023; 33% vest on 11/7/2023; and the remainder vest on 7/11/2025. |
F3 | The Reporting Person received these securities in connection with the Closing, for no additional consideration, with each option exercisable for one share of the Issuer's Common Stock once such option fully vests. |