Dilution profile // every instrument, one screen, from SEC filings

Spectral AI, Inc. (MDAIW)

CIK 1833498 · all EDGAR filings →

Overall dilution risk
MEDIUMworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
MEDIUM$10.8M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+98% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~16.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2023-11-092026-08-11

Latest: 32.2M shares as of Aug 11, 2026 (10-Q).

Cash runway

Funded — but tight

~17 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Public Warrants8.4M$0.1
Hudson Warrants4.0M$2.51
Pre Funded Warrants4.0M$0.0001
Avenue Warrants768,072$1.66
Angel Warrants77,017not tagged
Investor Warrants30,000$1.8
Warrantnot tagged$0.0001

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 77,017 underlying shares, as reported Oct 31, 2025 (10-Q).

Reported exercise price: $0.1 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $7.6M as of Mar 31, 2026.

Rough fully diluted estimate: 32.3M = 32.2M O/S + 77,017 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 11, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding32.2MAug 11, 2026
+ Public Warrants (if exercised)8.4MJun 30, 2026
+ Hudson Warrants (if exercised)4.0MOct 22, 2025
+ Pre Funded Warrants (if exercised)4.0MJun 30, 2026
+ Avenue Warrants (if exercised)768,072Jun 30, 2026
+ Angel Warrants (if exercised)77,017Jun 30, 2026
+ Investor Warrants (if exercised)30,000Jun 30, 2026
Fully diluted estimate49.5M+53.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $10.8Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Oct 30, 2025$10.8M registeredfiling →
S-3Apr 25, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Nov 21, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 1 registered.

REGISTEREDOct 30, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDOct 24, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 23, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDMay 7, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A
EFFECTIVEMay 7, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 2, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDApr 25, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDMar 26, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 21, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 12, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 9, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEDec 4, 2024Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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