Spectral AI, Inc. (MDAI) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: March 25, 2026

Risk Assessment Details

Potential Dilution: 224.25% of current shares
Recent Dilution: 76.34% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
32M
Potential Supply
71M
Additional shares possible
Splits
None
Past 2 years

Summary

MDAI currently has 31.8M outstanding shares. with significant dilution risk as 71.4M authorized shares could dilute existing holders by 224.3%. The company has significantly diluted shareholders by 76.34% over the past 2 years, indicating aggressive capital raising.

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
Mar 25, 2026

10-K filing | 31.8M shares outstanding

32M 71M
Oct 30, 2025

S-3 filing: This prospectus relates to the resale of common stock issuable upon the exercise of warrants and pre-funded warrants by selling stockholders.

31M 71M
Oct 24, 2025

8-K filing: Spectral AI, Inc. completed a sale of 3,065,000 shares of common stock at $1.90 per share and a concurrent private placement of warrants to purchase up to 4,000,000 shares and pre-funded warrants to purchase up to 935,000 shares. ($5.82M proceeds)

24M 66M
May 15, 2025

10-Q filing | 24.0M shares outstanding

24M 66M
May 07, 2025

S-3/A filing: This prospectus relates to the resale from time to time by the selling stockholders of up to 2,836,918 shares of our common stock issuable upon the exercise of warrants to acquire shares of common stock.

26M 66M
May 02, 2025

S-3/A filing: This prospectus relates to the resale from time to time by the selling stockholders of up to 2,836,918 shares of our common stock, par value $0.0001, issuable upon the exercise of warrants to acquire shares of common stock.

26M 66M
Apr 25, 2025

S-3 filing: This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus or their permitted transferees (the "selling stockholders") of up to 2,836,918 shares of our common stock, par value $0.0001 ("common stock"), issuable upon the exercise of warrants to acquire shares of common stock ("Warrants")

26M 66M
Mar 31, 2025

10-K filing | 25.3M shares outstanding

25M 64M
Mar 26, 2025

8-K filing: Spectral AI, Inc. completed an offering of 2,076,923 shares of common stock at $1.30 per share and issued 2,076,923 warrants at an exercise price of $1.80 per share, with gross proceeds of $2,700,000 before expenses.

18M 64M
Mar 04, 2025

8-K filing: Spectral AI, Inc. entered into a securities purchase agreement for the sale of 270,900 shares of common stock at $1.66 per share, with gross proceeds of $449,694, and the closing of the Offering occurred on December 11, 2024. ($0.45M proceeds)

18M 64M
Mar 04, 2025

8-K filing: Spectral AI, Inc. entered into a securities purchase agreement for the sale of 920,000 shares of common stock at $1.38 per share and pre-funded warrants to purchase up to 725,000 shares of common stock at $1.38 per pre-funded warrant. ($2.27M proceeds)

18M 64M
Mar 04, 2025

8-K filing: Spectral AI, Inc. entered into a securities purchase agreement with an investor for the sale of up to $5,000,000 in shares of common stock, and on December 12, 2024, the Investor purchased 500,000 shares at $1.80 per share. ($0.9M proceeds)

18M 64M
Nov 21, 2024

S-3 filing: This prospectus relates to the resale from time to time by the selling stockholders of up to 1,000,000 shares of our common stock, issuable upon the conversion of a convertible promissory note.

18M 64M
Nov 06, 2024

10-Q filing | 17.9M shares outstanding

18M 63M
Oct 16, 2024

S-3 filing: The filing is an S-3 form for a shelf offering of up to $50,000,000 in shares of common stock.

18M 63M
Aug 12, 2024

10-Q filing | 17.6M shares outstanding

18M 63M
May 09, 2024

10-Q filing | 16.6M shares outstanding

17M 63M
Apr 10, 2024

S-1 filing: This prospectus relates to the resale of up to 6,369,937 shares of common stock by YA II PN, LTD pursuant to a standby equity purchase agreement. The company may receive up to $30,000,000 from sales of common stock to Yorkville.

18M 63M
Mar 29, 2024

10-K filing | 17.5M shares outstanding

17M 43M
Mar 22, 2024

8-K filing: Spectral AI, Inc. entered into a Standby Equity Purchase Agreement with YA II PN, LTD, allowing the company to sell up to $30.0 million of its shares of common stock, and also entered into convertible promissory notes for an aggregate principal amount of up to $12.5 million.

16M 43M
Jan 23, 2024

S-1/A filing: The offering is for up to 4,050,000 shares of common stock by B. Riley Principal Capital II, with the company potentially receiving up to $10,000,000 in gross proceeds under a purchase agreement.

16M 43M
Jan 05, 2024

S-1 filing: The filing relates to the offer and sale of up to 3,249,360 shares of common stock by B. Riley Principal Capital II, with the company potentially receiving up to $10,000,000 in gross proceeds.

16M 42M
Dec 27, 2023

8-K filing: Spectral AI, Inc. entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC, allowing the Company to sell up to $10,000,000 in aggregate gross purchase price of newly issued shares of Common Stock.

16M 39M
Dec 18, 2023

S-1/A filing: This S-1/A filing includes a primary offering of up to 8,433,231 shares of common stock issuable upon exercise of warrants and a secondary offering of up to 10,069,748 shares of common stock by selling stockholders.

16M 39M
Dec 07, 2023

S-1/A filing: This S-1/A filing includes a primary offering of up to 8,433,231 shares of common stock issuable upon exercise of warrants and a secondary offering of up to 10,069,748 shares of common stock by selling stockholders.

16M 39M
Nov 21, 2023

S-1/A filing: This S-1/A filing includes a primary offering of up to 8,433,231 shares of common stock issuable upon exercise of warrants and a secondary offering of up to 10,069,748 shares of common stock by selling stockholders.

16M 39M
Nov 14, 2023

10-Q filing | 16.3M shares outstanding

16M 39M
Oct 30, 2023

S-1 filing: This S-1 filing includes a primary offering of up to 8,433,231 shares of common stock issuable upon exercise of warrants and a secondary offering of up to 10,069,748 shares of common stock by selling stockholders.

16M 39M
Aug 14, 2023

10-Q filing | 0.5M shares outstanding

460K 20M
May 12, 2023

10-Q filing | 0.5M shares outstanding

460K 20M
Mar 31, 2023

10-K filing | 0.5M shares outstanding

460K 20M
Dec 22, 2022

8-K filing: Stockholders elected to redeem an aggregate of 24,841,284 shares of Class A Common Stock, representing approximately 98.2% of the issued and outstanding shares of Class A Common Stock.

25M 20M
Nov 10, 2022

10-Q filing | 25.3M shares outstanding

25M 20M
Aug 12, 2022

10-Q filing | 25.3M shares outstanding

25M 20M
May 13, 2022

10-Q filing | 25.3M shares outstanding

25M 20M
Mar 31, 2022

10-K filing | 25.3M shares outstanding

25M 20M
Nov 22, 2021

10-Q filing | 25.3M shares outstanding

25M 20M
Nov 10, 2021

8-K filing: Rosecliff Acquisition Corp I entered into a Business Combination Agreement with GT Gettaxi Listco, GT Gettaxi Limited, GT Gettaxi SPV, GT Gettaxi Merger Sub 1, Gett Merger Sub, Inc., and Dooboo Holding Limited, where Rosecliff will combine with the Company in a business combination. ($30.0M proceeds)

25M 20M
Aug 16, 2021

10-Q filing | 25.3M shares outstanding

25M 20M
Jun 14, 2021

10-Q filing | 25.3M shares outstanding

25M 20M
Feb 24, 2021

8-K filing: Rosecliff Acquisition Corp I completed its IPO of 25,300,000 units at $10.00 per Unit, generating gross proceeds of $253,000,000 and completed a private sale of 4,706,667 warrants to Rosecliff Acquisition Sponsor I LLC at $1.50 per warrant, generating gross proceeds of $7,060,000. ($260.06M proceeds)

5.8M 20M
Feb 17, 2021

8-K filing: Rosecliff Acquisition Corp I completed its initial public offering of 25,300,000 units at $10.00 per unit, generating gross proceeds of $253,000,000, and also completed a private sale of 4,706,667 warrants to its sponsor at $1.50 per warrant, generating gross proceeds of $7,060,000. ($260.06M proceeds)

5.8M 20M
Feb 08, 2021

S-1/A filing: Initial public offering of 20,000,000 units at $10.00 per unit, each unit consisting of one share of Class A common stock and one-third of one redeemable warrant.

5.8M 20M
Jan 27, 2021

S-1 filing: Rosecliff Acquisition Corp I is offering 20,000,000 units at $10.00 per unit, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant; and also offering 4,000,000 private placement warrants at $1.50 per warrant.

5.8M 24M
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