Marpai, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: MRAI · Form: 8-K · Filed: Mar 8, 2024 · CIK: 1844392
| Field | Detail |
|---|---|
| Company | Marpai, INC. (MRAI) |
| Form Type | 8-K |
| Filed Date | Mar 8, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1.65 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
Related Tickers: MRPA
TL;DR
Marpai filed an 8-K: new deal signed, sold some stock.
AI Summary
Marpai, Inc. announced on March 7, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and filed financial statements and exhibits as part of this 8-K filing.
Why It Matters
This filing indicates significant corporate activity for Marpai, Inc., including a new material agreement and potential dilution from equity sales, which could impact investors.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes signal financial distress or lead to dilution.
Key Players & Entities
- Marpai, Inc. (company) — Registrant
- March 07, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 615 Channelside Drive, Suite 207, Tampa, Florida 33602 (address) — Principal Executive Offices
- 646 303-3483 (phone_number) — Registrant's Telephone Number
FAQ
What is the nature of the material definitive agreement Marpai, Inc. entered into?
The filing states that Marpai, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.
When was the material definitive agreement entered into?
The material definitive agreement was entered into on March 07, 2024, which is the date of the earliest event reported in the 8-K filing.
What other significant events are reported in this 8-K filing?
Besides the material definitive agreement, the filing also reports on unregistered sales of equity securities and the filing of financial statements and exhibits.
Where is Marpai, Inc. headquartered?
Marpai, Inc.'s principal executive offices are located at 615 Channelside Drive, Suite 207, Tampa, Florida 33602.
What is Marpai, Inc.'s fiscal year end?
Marpai, Inc.'s fiscal year ends on December 31st.
Filing Stats: 684 words · 3 min read · ~2 pages · Grade level 12.8 · Accepted 2024-03-08 09:29:08
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI The Nasdaq Stock Mar
- $1.65 — ivate placement, at a purchase price of $1.65 per share (or the consolidated closing
Filing Documents
- mrai-20240307.htm (8-K) — 40KB
- mrai-ex10_1.htm (EX-10.1) — 168KB
- 0000950170-24-028393.txt ( ) — 343KB
- mrai-20240307.xsd (EX-101.SCH) — 24KB
- mrai-20240307_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On March 7, 2024, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with HillCour Investment Fund, LLC, an entity controlled by the Company's Chief Executive Officer, Damien Lamendola, pursuant to which the Company agreed to issue and sell 910,000 shares of its Class A common stock (the "Common Stock") in a private placement, at a purchase price of $1.65 per share (or the consolidated closing bid price of the Company's Common Stock on Nasdaq as of March 7, 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. Exhibit Number Description 10.1 Securities Purchase Agreement executed by and between Marpai Health Inc. and HillCour Investment Fund, LLC, dated March 7, 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: March 8, 2024 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer