REG - Spectral MD Holdings - Form 8-K Filed by Rosecliff

Spectral MD HoldingsAnnouncement

01/08/2023 07:15

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RNS Number : 8160H  Spectral MD Holdings, Ltd.  01 August 2023

 

Spectral MD Holdings, Ltd

        ("Spectral MD" or the
"Company")

 

Form 8-K Filed by Rosecliff Acquisition Corp I

 

LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd. (AIM: SMD), an
artificial intelligence (AI) company focused on medical diagnostics for faster
and more accurate treatment decisions in wound care, notes the Form 8-K filing
(the "Form 8-K") by Rosecliff Acquisition Corp. I ("Rosecliff", Nasdaq: RCLF)
on July 28, 2023, regarding its delisting from Nasdaq. The Filing is available
to view on the U.S. Securities and Exchange Commission (the "SEC") website
here
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1833498/000121390023060767/ea182472-8k_rosecliff1.htm)
and is reproduced in full below.

 

On April 11, 2023, Spectral MD announced that it had entered into a business
combination agreement to combine with Rosecliff, a special purpose acquisition
company listed on Nasdaq (the "Transaction"). The Form 8-K contains an update
regarding a notice of delisting received by Rosecliff from the Listing
Qualifications Department of The Nasdaq Stock Market LLC, including
Rosecliff's intention to evidence compliance with all applicable criteria for
continued listing on Nasdaq. There can be no assurance that the Panel will
grant Rosecliff's request for continued listing or that it will be able to
evidence compliance within any extension period that may be granted by the
Nasdaq Hearings Panel. The Form 8-K filed by Rosecliff was made to ensure
compliance with SEC disclosure requirements in relation to the Transaction.
Subsequently, this announcement is being made by the Company to ensure that
all publicly available information regarding the Transaction and contained in
the Form 8-K is available to the market.

 

Spectral MD does not anticipate any delay to the Transaction, which is
expected to be completed in Q3 2023, subject to, among other things, the
approval by Rosecliff stockholders and Spectral MD shareholders and the
satisfaction or waiver of other customary closing conditions.

 

The Company will release further updates in relation to the Transaction as and
when appropriate.

 

For further information please contact:

 

 Spectral MD Holdings, Ltd.                               IR@Spectralmd.com
 Wensheng Fan, Chief Executive Officer                    via Walbrook PR

 Nils Windler, Chief Financial Officer

 SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD)                        Tel: +44 (0)20 3470 0470
 Stuart Gledhill / Harry Davies-Ball (Corporate Finance)

 Vadim Alexandre / Rob Rees (Sales & Broking)

 The Equity Group Inc. (US Investor Relations)            dsullivan@equityny.com
 Devin Sullivan                                           Tel: 212-836-9608

 Walbrook PR Ltd (UK Media & Investor Relations)          spectralMD@walbrookpr.com
 Paul McManus / Louis Ashe-Jepson / Alice Woodings        Tel: +44 (0)20 7933 8780

 

About Spectral MD

Spectral MD is a predictive AI company focused on medical diagnostics for
faster and more accurate treatment decisions in wound care for burn, DFU, and
future clinical applications. At Spectral MD, we are a dedicated team of
forward-thinkers striving to revolutionize the management of wound care by
"Seeing the Unknown"® with our DeepView® Wound Diagnostics System. The
Company's DeepView® platform is the only predictive diagnostic device that
offers clinicians an objective and immediate assessment of a wound's healing
potential prior to treatment or other medical intervention. With
algorithm-driven results that substantially exceed the current standard of
care, Spectral MD's diagnostic platform is expected to provide faster and more
accurate treatment insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at: www.spectralmd.com.

 

About Rosecliff Acquisition Corp I

Rosecliff is a blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
Its principals possess public and private market investing experience and
operational knowledge to bring value added benefits to Spectral MD. The
Rosecliff team has substantial experience investing in rapidly growing and
disruptive technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in creatively
structuring transactions to unlock and maximize value.

 

The following sections of the Form 8-K are incorporated herein by reference -
(i) "Cautionary Statement Regarding Forward-Looking Statements", (ii)
"Participants in the Solicitation", (iii) "Additional Information about the
Proposed Mergers and the Other Transactions Contemplated Thereby and Where to
Find it".

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 28, 2023 (July 24,
2023)

 

ROSECLIFF ACQUISITION CORP I
(Exact name of registrant as specified in its charter)

 

 Delaware                        001-40058                   85-3987148
 (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer

of incorporation)
Identification No.)

 

767 Fifth Avenue, 34(th) Floor, New York, NY 10153

(Address, including zip code, of principal executive offices)

 

(212) 492-3000

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

 

   ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR
        230.425)

 

   ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
        240.14a-12)

 

   ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
        Act (17 CFR 240.14d-2(b))

 

   ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
        Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 Title of each class                                                               Trading Symbol(s)    Name of each exchange on which registered
 Units, each consisting of one share of Class A common stock and one third of      RCLFU                The Nasdaq Stock Market
 redeemable warrant
 Class A common stock, par value $0.0001 per share                                 RCLF                 The Nasdaq Stock Market
   Redeemable Warrants, each whole warrant exercisable for one Class A common      RCLFW                The Nasdaq Stock Market
 stock at an exercise price of $11.50

 

Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ☐

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.

 

As disclosed previously, on May 8, 2023, Rosecliff Acquisition Corp I (the
"Company") was notified by the Listing Qualifications Department (the "Staff")
of The Nasdaq Stock Market LLC ("Nasdaq") that the Staff had granted the
Company's request for an extension through July 21, 2023, to regain compliance
with Nasdaq Listing Rule 5550(a)(4), which requires the Company to have a
minimum of 500,000 publicly held shares for continued listing on The Nasdaq
Capital Market.

 

The Company did not regain compliance by July 21, 2023, and, on July 24 2023,
the Staff notified the Company that its securities would be delisted unless
the Company timely requests a hearing before the Nasdaq Hearings Panel (the
"Panel"). The Company plans to timely request a hearing, which request will
stay any further action by Nasdaq at least pending completion of the hearing
and the expiration of any extension period that may be granted by the Panel
following the hearing. The Company is diligently working to evidence
compliance with all applicable criteria for continued listing on Nasdaq;
however, there can be no assurance that the Panel will grant the Company's
request for continued listing or that the Company will be able to evidence
compliance within any extension period that may be granted by the Panel.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This document contains certain forward-looking statements within the meaning
of the federal securities laws, including statements regarding the Company's
compliance with Nasdaq Capital Market listing requirements, its plan to
achieve and sustain compliance with Nasdaq Capital Market listing
requirements, any further actions by the Company or Nasdaq related to the
foregoing, and the timing and completion of the business combination with
Spectral MD Holdings, Ltd. All statements, other than historical facts are
forward-looking statements. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "predict," "potential," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be," "will
continue," "will likely result," or the negatives of these terms or similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties that
could cause the actual results to differ materially from the expected or
implied results. These forward-looking statements are based upon assumptions
that, while considered reasonable by the Company and its management, as the
case may be, are inherently uncertain.

 

The foregoing list of factors is not exhaustive. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. You
should carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" sections of the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and the other documents
filed by the Company from time to time with the U.S. Securities and Exchange
Commission. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. These risks and
uncertainties depend on the Company's ability to timely enter into and
consummate a business combination agreement or otherwise address compliance
with the Nasdaq Capital Market listing requirements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements, and the Company assumes
no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or
otherwise, except as required by securities and other applicable laws. The
Company does not give any assurance that it will achieve its expectations.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

 

Dated: July 28, 2023

 

   ROSECLIFF ACQUISITION CORP I

   By:         /s/ Michael P. Murphy
               Name:        Michael P. Murphy
               Title:       Chief Executive Officer

 

 

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