Marpai Enters Material Agreement, Sells Unregistered Equity

TL;DR

**Marpai just inked a big deal and sold new shares privately, watch for dilution.**

AI Summary

Marpai, Inc. filed an 8-K on January 17, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities" that occurred on January 16, 2024. This indicates the company has entered into a significant new contract or partnership and has issued new shares without a public offering. For current or potential shareholders, this matters because it could signal new business opportunities and a potential dilution of existing shares, impacting the stock's value.

Why It Matters

This filing signals new business activity and potential share dilution for Marpai, Inc., which could affect the stock's valuation and future performance.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities could lead to dilution for existing shareholders, which is a moderate risk.

Analyst Insight

A smart investor would investigate the details of the 'Material Definitive Agreement' to understand its potential impact on revenue and profitability, and assess the 'Unregistered Sales of Equity Securities' for potential dilution effects on existing shares before making any investment decisions.

Key Players & Entities

• Marpai, Inc. (company) — Registrant
• January 16, 2024 (date) — Date of earliest event reported
• January 17, 2024 (date) — Filing date
• 001-40904 (other) — Commission File Number
• MRAI (other) — Trading Symbol

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI The Nasdaq Stock Mar
• $0.9201 — ivate placement, at a purchase price of $0.9201 per share (or the consolidated closing

Filing Documents

• mrai-20240116.htm (8-K) — 40KB
• mrai-ex10_1.htm (EX-10.1) — 188KB
• 0000950170-24-005016.txt ( ) — 364KB
• mrai-20240116.xsd (EX-101.SCH) — 24KB
• mrai-20240116_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 16, 2024, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain Company insiders consisting of HillCour Investment Fund, LLC, an entity controlled by the Company’s Chief Executive Officer, Damien Lamendola, the Company’s Chairman, Yaron Eitan, and the Company’s director, Robert Pons, pursuant to which the Company agreed to issue and sell 1,322,100 shares of its Class A common stock (the “Common Stock”) in a private placement, at a purchase price of $0.9201 per share (or the consolidated closing bid price of the Company’s Common Stock on Nasdaq as of January 16, 2024). The securities issued in the offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The foregoing description of the terms of the Securities Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Securities Purchase Agreement executed by and between Marpai Health Inc., HillCour Investment Fund, LLC, Yaron Eitan and Robert Pons, dated January 16, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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. MARPAI, INC. Date: January 17, 2024 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR