Marpai, Inc. Enters Loan Agreement, Reports Equity Sales

TL;DR

Marpai just took out a loan and sold some stock off-market.

AI Summary

On April 15, 2024, Marpai, Inc. entered into a material definitive agreement, specifically a loan agreement with an unnamed lender. This agreement creates a direct financial obligation for Marpai, Inc. The filing also notes unregistered sales of equity securities.

Why It Matters

This filing indicates Marpai, Inc. has secured new financing through a loan agreement, which could impact its financial obligations and operational capacity. The mention of unregistered equity sales suggests potential dilution for existing shareholders.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation (loan) and unregistered equity sales introduce financial risk and potential dilution.

Key Players & Entities

• Marpai, Inc. (company) — Registrant
• April 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 615 Channelside Drive, Suite 207, Tampa, Florida 33602 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI The Nasdaq Stock Mar
• $11,830,000 — s") in an aggregate principal amount of $11,830,000, for a total purchase price of $11,000,
• $11,000,000 — ,830,000, for a total purchase price of $11,000,000. The Purchase Agreement contains custom
• $140,000 b — , require monthly principal payments of $140,000 beginning on October 15, 2024, have a mat
• $3.00 — Stock") at a conversion price equal to $3.00 per share (the "Conversion Price"), sub
• $2.23 — ll not be adjusted to a price less than $2.23 per share, the closing price of the Com
• $5,000,000 — ter the Closing Date, and provided that $5,000,000 remains on deposit in a certain blocked

Filing Documents

• mrai-20240415.htm (8-K) — 52KB
• mrai-ex4_1.htm (EX-4.1) — 269KB
• mrai-ex10_1.htm (EX-10.1) — 371KB
• mrai-ex10_2.htm (EX-10.2) — 150KB
• mrai-ex10_3.htm (EX-10.3) — 215KB
• mrai-ex10_4.htm (EX-10.4) — 108KB
• 0000950170-24-045089.txt ( ) — 1461KB
• mrai-20240415.xsd (EX-101.SCH) — 24KB
• mrai-20240415_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 15, 2024, Marpai, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with each of the purchasers that are parties thereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers") and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the "Agent"). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers Senior Secured Convertible Debentures (the "Debentures") in an aggregate principal amount of $11,830,000, for a total purchase price of $11,000,000. The Purchase Agreement contains customary representations, warranties and covenants. The transactions contemplated by the Purchase Agreement were consummated on April 15, 2024 (the "Closing Date"). Debentures The Debentures bear interest at a rate equal to the prime interest rate plus 5.75% per annum (subject to increase upon the occurrence and continuance of an Event of Default (as defined in the Debentures)), require monthly principal payments of $140,000 beginning on October 15, 2024, have a maturity date of April 15, 2027 and are convertible, in whole or in part, at any time after their issuance date at the option of the Purchasers, into shares of the Company's common stock (the "Common Stock") at a conversion price equal to $3.00 per share (the "Conversion Price"), subject to adjustment as set forth in the Debentures. The Conversion Price of the Debentures is subject to anti-dilution protection upon subsequent equity issuances, subject to certain exceptions, provided that the Conversion Price shall not be adjusted to a price less than $2.23 per share, the closing price of the Company's Common Stock on The Nasdaq Stock Market LLC on the day immediately preceding the Closing Date. The Company's obligations under the Debentures may be accelerated, at the Purchasers' ele

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item 3.02 related to the issuance of the Debentures is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The issuance of the Debentures was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 4.1 Form of Debenture . 10.1 Securities Purchase Agreement, dated April 15, 2024, by and among Marpai, Inc., its subsidiaries named therein, the purchasers named therein, and JGB Collateral, LLC. 10.2 Registration Rights Agreement, dated April 15, 2024, by and among Marpai, Inc. and the purchasers named therein. 10.3 Security Agreement, dated April 15, 2024, by and among Marpai, Inc., each of Marpai, Inc.'s specified subsidiaries named therein, the purchasers named therein and JGB Collateral, LLC. 10.4 Form of Guarantee. 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: April 17, 2024 By: /s/ Damien Lamenodla Name: Damien Lamendola Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR