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Form 8-K

sec.gov

8-K — Spectral AI, Inc.

Accession: 0001213900-26-046405

Filed: 2026-04-22

Period: 2026-04-17

CIK: 0001833498

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0287202-8k_spectral.htm (Primary)

EX-99.1 — OFFER LETTER, BY AND BETWEEN VINCENT CAPONE AND SPECTRAL AI, INC., DATED APRIL 17, 2026 (ea028720201ex99-1.htm)

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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):

April 17, 2026

SPECTRAL

AI, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40058

85-3987148

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2515 McKinney Avenue, Suite 1000

Dallas, Texas

75201

(Address of principal executive offices)

(Zip Code)

(972) 499-4934

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication 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-commencements 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 Symbols

Name of each exchange on

which registered

Common Stock, par value $0.0001 per share

MDAI

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock, at an exercise price of $2.75 per share

MDAIW

The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) On

April 17, 2026, the Board of Directors (the “Board”) of the Spectral AI, Inc. (the “Company”) entered into an

employment agreement with Vincent S. Capone in relation to his previous appointment as Chief Executive Officer, as previously announced

on February 10, 2026.

Mr. Capone will receive annual base compensation

of $500,000. He will be eligible for an annual target bonus of up to 100% of his annual base compensation, but no less than $250,000,

payable upon the achievement of certain milestones and performance goals, as specified by the Board. He will be granted restricted stock

units (“RSUs”) under and subject to the terms of the Company’s 2023 Long Term Incentive Plan to acquire 200,000 shares

of common stock. The RSUs will vest as follows: (i) 50% of the outstanding RSUs vested on April 1, 2026, and (ii) 50% of the outstanding

RSUs will vest on April 1, 2027. Upon a change of control of the Company, the RSUs will become fully vested immediately prior to the change

of control. A copy of Mr. Capone’s employment agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Offer Letter, by and between Vincent Capone and Spectral AI, Inc., dated April 17, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities

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

Dated: April 22, 2026

SPECTRAL AI, INC.

By:

/s/ Vincent S. Capone

Name:

Vincent S. Capone

Title:

Chief Executive Officer

2

EX-99.1 — OFFER LETTER, BY AND BETWEEN VINCENT CAPONE AND SPECTRAL AI, INC., DATED APRIL 17, 2026

EX-99.1

Filename: ea028720201ex99-1.htm · Sequence: 2

Exhibit 99.1

April 17, 2026

Mr. Vincent S. Capone

1620 Grasshopper Lane

Lower Gwynedd,

PA 19002

vincent.s.capone@gmail.com

Re: Employment Letter

Dear Mr. Capone:

Spectral MD, Inc. (the “Company”)

is pleased to make an offer of employment to you on the terms set forth in this letter (the “Letter”), with a start

date on February 9, 2026 (the “Effective Date”). The terms of your position with the Company are as set forth below.

1. POSITION.

The Company will employ you as its “Chief Executive Officer” of the Company and its parent company, Spectral AI, Inc. (“Spectral

AI”). You will report to the Board of Directors of Spectral AI. Subject to the approval of the Board of Directors and any requisite

stockholder action, the Nominating Committee of the Board of Directors may nominate you to become a member of the Board of Directors of

Spectral AI no later than in connection with the 2027 annual meeting of shareholders of Spectral AI (currently expected in May 2027).

If nominated to the Board of Directors, you agree to accept such position and serve on the Board without additional compensation. You

will be assigned various tasks and responsibilities from time to time on behalf of the Company and its affiliates and your job is to fully

and timely execute these responsibilities. You agree to the best of your ability and experience that you will, at all times, loyally and

conscientiously perform all of the duties and obligations required of and by the Company. You will also be expected to comply with the

Company's policies and procedures in place from time to time. You will be invited to participate in any Executive Sessions of the Board

of Directors upon the discretion of the Board.

2. COMPENSATION.

a. Salary.

Your annual base salary for the first twelve months of employment will be FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the “Annual

Salary”), payable according with the normal business practices of the Company. Currently, payroll for employees is paid on the

3rd and 20th of each month.

b. Discretionary

Bonus. In consideration for providing services hereunder, you shall be eligible (but not guaranteed) to receive an annual

discretionary bonus which will be paid as an annual bonus each year of your employment, commencing in 2026, of up to 100% of your

Annual Salary, which, among other things, will be based upon your achievement of certain milestones and performance goals as

specified by the Board from time to time as more full set forth on Exhibit

A hereto. In no event shall the annual bonus amount be less than TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00),

which shall be paid within 10 business days after the Company’s Form 10-K is filed with the SEC. The determination regarding

your achievement of these milestones and goals will be determined by the Board of Directors in its sole and absolute discretion.

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

c. Retirement

Plan. You will continue to participate in the Company’s 401(k) Plan (the “Plan”) and the Company will continue

to match your contributions dollar-for-dollar for up to 6% of your annual base salary. The Company reserves the right to terminate or

amend the Plan from time to time in its discretion without liability to you.

d. RSU

Grant. Subject to the approval of the Board of Directors, you will be entitled to receive a grant of restricted stock units (the “Grant”)

to acquire 200,000 common shares of Spectral AI in addition to the stock option grants previously provided to you. The Grant will vest

and become exercisable on a time-based vesting schedule with (a) 50% of the shares vesting on April 1, 2026, and (b) 50% of the shares

vesting on April 1, 2027. All options and restricted stock units shall vest upon consummation of a change in control. The Grant is subject

to the terms of the Grant documentation which you will execute in connection with the Grant and the Company Option Plan or any successor

plan, copies of which will be made available to you (the “Plan Documents”). The Plan Documents have been provided to

you.

e. Exit

Bonus. The Company anticipates that its Board of Directors will approve, as soon as reasonably practicable, an executive team exit

bonus plan in which you and select other executives will participate in that will be structured to reward the executive team in the event

of the consummation of the sale of the Company. This bonus plan will be in lieu of any “pay to stay” or similar arrangements.

3. EMPLOYEE

BENEFITS. The Company will continue to provide you with the opportunity to participate in the standard Company benefits plans currently

available to other employees, subject to any eligibility requirements imposed by such plans, including a health care plan. The benefit

plans are subject to modification from time to time without notice to you.

4. PAID

TIME OFF (TIME BANK). You will continue to participate in the Company Time Bank, under which you will accrue 10 hours a month to be used

in lieu of sick or vacation time. This is the equivalent of 15 days annually. In addition, you shall be entitled to all U.S. federal holidays

as vacation days. The program allows for up to 120 hours to be carried over each year.

5.

CONFIDENTIAL INFORMATION AND OUTSIDE ACTIVITIES. The previously executed CNC Agreement by and between the Company and you will

remain in full force and effect.

6.

“AT-WILL” EMPLOYMENT. Employment with the Company is for no specific period of time. Your employment with the Company is

and will continue to be “at-will,” and nothing in this Letter shall be construed as any agreement, express or implied,

to employ you for any stated term. This means that either you or the Company may terminate your employment relationship at any time,

and for any reason or no reason whatsoever. You will not be entitled to notice, payment or any other compensation upon your

termination (other than the compensation due to you for the period from your most recent paycheck through the date of termination

and as otherwise expressly agreed to herein). Whilst your job duties, title, compensation and benefits as well as the Company's

personnel policies and procedures may change from time to time, the “at-will” nature of your employment cannot be

changed or retracted, either orally or in writing, or by any policy or conduct, except by an express written document stating that

your employment is no longer at-will, which is approved by the Board of Directors.

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

2

7. ADDITIONAL

INFORMATION. This Letter (including the previously exercised CNC Agreement) is the entire agreement between you and the Company. The Company

reserves the right to modify or amend the terms of your employment at any time for any reason and any such modification or amendments

shall be by express written agreement signed by you and the Chairman of the Board. Any contrary representations, whether oral, written

or implied, which have been made to you with respect to the matters described in this Letter, are superseded by this Letter. This Letter

will be governed by the laws of the State of Texas, without regard to conflict of laws principles and provisions. Any dispute relating

to this Letter shall be exclusively resolved in a court of law sitting in Dallas, Texas.

8. CONFIDENTIAL

NATURE OF LETTER. This offer and the terms included in this Letter are confidential and can only be disclosed by you to your immediate

family and to your legal and financial advisers. The Company is permitted to freely disclose the terms of this offer and the terms of

your employment. If the offer terms are acceptable to you – after reading this Letter, carefully considering the terms, and, if

needed, discussing these terms with your legal and financial advisers – please sign in the space below and return a copy to the

Company. This Letter will then govern the relationship between you and the Company.

9. TERMINATION.

(a).

If the Employment Period is terminated by the Company without Cause or by the Executive with Good Reason, then, in addition to the

“Final Compensation” (as defined below), for a period of twelve (12) months following the effective date of termination,

Executive shall be entitled to (i) continue to receive Executive’s then-current Annual Salary; (ii) continue to participate in

group medical and dental plans for Company employees to the extent permitted under applicable law and, subject to any employee

contribution applicable from time to time, the Company shall continue to contribute to the premium cost of Executive’s

participation in the Company’s group medical and dental plans as set forth in this Agreement, provided that Executive is

entitled to continue such participation under applicable law and plan terms; (iii) have all unvested stock options, stock grants and

any other deferred compensation previously granted to Executive become fully vested and (iv) have his exercise period for his

options extended through the one-year anniversary of the effective date of termination of employment. In addition, the Company shall

pay Executive any discretionary bonus accrued and unpaid. The Company’s obligation to provide Executive severance pay and

benefits and the vesting of any unvested stock options, stock grants, and any other deferred compensation as set forth above, is

conditioned on Executive executing and delivering to the Company a release of claims acceptable to the Company and such release not

having been revoked or breached by the Executive.

The then-current Annual

Salary to which Executive may become entitled under this Section 9(a) shall be payable in accordance with the normal payroll

practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days

following the later of the effective date of the release of claims or the date the release is executed and delivered by Executive.

Executive shall not be entitled to any other salary, compensation or benefits after termination of the Employment Period, except as

specifically provided for in this Agreement, the Company’s employee benefit plans or as otherwise expressly provided for in

any other agreement between the parties or as required by applicable law. For purposes of this Agreement, “Final

Compensation” means (i) any Base Salary earned but not paid during the final payroll period of Executive’s employment

through the date of termination, and (ii) any business expenses incurred by Executive but un-reimbursed on the date of termination,

provided that such expenses and required substantiation and documentation are submitted within fifteen (15) days of the date of

termination and that such expenses are reimbursable under Company policy.

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

3

(b).

If the Employment Period terminates due to Executive’s death or Disability, in addition to the Final Compensation, the Company

shall pay Executive (or, as applicable, Executive’s estate) (i) any bonus compensation otherwise payable pursuant to Section 2

for the fiscal year preceding that in which termination occurs that is unpaid on the date of termination; (ii) and all unvested

stock options or other grants granted to Executive become vested. The Company’s obligation to provide Executive such payments

and the vesting of any unvested stock options or other grants as set forth in the preceding sentence, is conditioned on Executive or

a duly authorized representative of Executive’s estate executing and delivering to the Company a release of claims acceptable

to the Company and such release becoming effective, and only so long as Executive has not revoked or breached the provisions of the

release or breached the provisions of any non-compete, non-disclosure obligations of the Executive to the Company entered into at

the time of employment by Executive.

(c).

If the Employment Period terminates for any reason other than by the Company without Cause, by Executive for Good Reason, or due to

Executive’s death or Disability, Executive shall only be entitled to Final Compensation and shall not be entitled to any other

salary, bonus, compensation or benefits thereafter, except as otherwise specifically provided for under the Company’s employee

benefit plans or as otherwise expressly required by applicable law.

(d).

Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, employee benefits and other

compensation hereunder which would have accrued or become payable after the termination or expiration of the Employment Period shall

cease upon such termination or expiration, other than those expressly required under applicable law (such as COBRA). The Company may

offset any amounts the Executive owes to the Company against any amounts the Company owes Executive hereunder, subject to Section

409A of the Internal Revenue Code of 1986, as amended.

(e).

For purposes of this Agreement, “Cause” shall mean with respect to Executive one or more of the following: (i)

Executive’s willful failure to perform Executive’s duties (other than any such failure resulting from illness, temporary

absence, legal incapacity due to Disability), after reasonable written notice of such failure and an opportunity to correct such

failure within thirty (30) days, if correctable; (ii) Executive’s willful failure to follow reasonable and lawful directives

of the Board, after reasonable notice of such failure and an opportunity to remedy or cure such conduct within thirty (30) days, if

curable; (iii) Executive’s conduct which the Board in its good faith discretion determines would cause the Company or any of

its subsidiaries substantial public disgrace or disrepute or substantial economic harm; (iv) Executive’s conviction of an

offense involving moral turpitude or any felony; (v) Executive’s breach of any material fiduciary duty with respect to the

Company which causes the Company demonstrable and material financial harm; (vi) Executive’s gross negligence or willful

misconduct with respect to the Company resulting in material and demonstrable financeable harm to the Company; or (vii)

Executive’s material breach of this Agreement, after reasonable notice of such breach and an opportunity to cure such breach

within ten (10) business days, if curable. No event or conduct shall constitute Cause for termination unless the Company exercises

its right to terminate Executive’s employment within 180 days of the discovery by the Company of the occurrence of the

underlying event constituting Cause.

(f).

For purposes of this Agreement, “Disability” shall mean Executive’s inability to perform the essential duties,

responsibilities and functions of Executive’s position with the Company for a period of 90 consecutive days or for a total of

120 days during any 12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable

accommodations for such illness, disability or incapacity provided by the Company or if providing such accommodations would be

unreasonable, all as determined by the Board in its reasonable good faith judgment. If any question shall arise as to whether during

any period Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so

as to be unable to perform substantially all of Executive’s duties and responsibilities hereunder, Executive may, and at the

request of the Company shall, submit to a medical examination by a physician selected by the Company to whom Executive has no

reasonable objection to determine whether Executive is so disabled and such determination shall for the purposes of this Agreement

be conclusive of the issue. If such a question arise and Executive shall fail to submit to such medical examination, the

Company’s determination of the issue shall be binding on Executive.

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

4

(g).

For the purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following without

Executive’s written consent: (i) the Company reduces the amount of the Base Salary, excluding an identical percentage

reduction of the Base Salary conducted as part of a similar reduction applicable to all officers of the Company, (ii) the Company

changes Executive’s primary place of work to a location that is more than seventy-five (75) miles from Executive’s

present primary place of work, (iii) the Company changes Executive’s title or otherwise reduces Executive’s

responsibilities in a manner which is materially inconsistent with the positions Executive holds (including, without limitation, a

change in reporting structure such that Executive no longer reports to the Board), or (iv) the Company materially breaches this

Agreement; provided, however, that no event described in clause (i), (ii), (iii), or (iv) will constitute Good Reason unless (X)

Executive has given the Company written notice of the Good Reason objection, setting forth the conduct of the Company that is

alleged to constitute Good Reason, within thirty (30) days after the occurrence of such conduct, (Y) Executives has provided the

Company with thirty (30) days following the date on which such notice is provided to cure such conduct, and the Company has failed

to do so, and (Z) Executive has provided notice of resignation within fourteen (14) days of the lapse of the cure period. Failing

such cure, a termination of employment by Executive for Good Reason would be effective on the date the Company receives the notice

of resignation.

10. SECTION 409A.

a. Notwithstanding

any provision of this Letter to the contrary, all provisions of this Letter are intended to comply with Section 409A of the Internal Revenue

Code of 1986 (the “Code”), and the applicable Treasury regulations

and administrative guidance issued thereunder (collectively, “Section 409A”)

or be exempt therefrom and shall be construed and administered in accordance with such intent. Any payments under this Letter that may

be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall

be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this

Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of your employment shall

only be made if such termination of employment constitutes a “separation from service” under Section 409A.

b. To

the extent that any right to reimbursement of expenses or payment of any benefit in kind under this Letter constitutes nonqualified deferred

compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last

day of your taxable year following the taxable year in which such expense was incurred, (ii) the right to reimbursement or in kind benefits

shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in

kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided

in any other taxable year; provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement

covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement

is in effect.

c. Notwithstanding

any provision in this Letter to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest

under Section 409A if your receipt of such payment or benefit is not delayed until the earlier of (i) the date of your death or (ii) the

date that is six (6) months after the termination of your employment from the Company (such date, the “Section 409A Payment Date”),

then such payment or benefit shall not be provided to you (or your estate, if applicable) until the Section 409A Payment Date.

d.

To the extent that the aggregate amount of the installments of the Severance Pay that would otherwise be paid pursuant to Section

8(f) after March 15 of the calendar year following the calendar year in which the termination of your employment occurs (the “Applicable

March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess

shall be paid to you in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable

March 15 is not a business day) and the installments of the Severance Pay payable after the Applicable March 15 shall be reduced by such

excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment

until the aggregate reduction equals such excess).

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

5

I look forward to continuing working with you.

Sincerely,

/s/ J. Michael DiMaio

John Michael DiMaio, MD

Chairman of the Board

Spectral AI,

Inc.

Accepted by:

Vincent S. Capone

Signature:

/s/ Vincent S. Capone

Date: April 17, 2026

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

6

Exhibit

A

Discretionary

Bonus Award

2515 McKinney Ave., Suite 1000

Dallas, TX 75201

972-499-4934

www.spectral-ai.com

7

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Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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