Marpai Faces Delisting Concerns

TL;DR

Marpai's on Nasdaq's chopping block for not meeting bid price rules.

AI Summary

Marpai, Inc. filed an 8-K on May 24, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company is addressing its compliance with Nasdaq's minimum bid price requirement, which it previously failed to meet.

Why It Matters

This filing indicates Marpai, Inc. is at risk of being delisted from Nasdaq, which could significantly impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is filing an 8-K specifically for a notice of delisting or failure to meet listing standards, indicating a significant risk to its stock exchange listing.

Key Players & Entities

• Marpai, Inc. (company) — Registrant
• Nasdaq (company) — Stock Exchange
• May 24, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI The Nasdaq Stock Mar

Filing Documents

• mrai-20240524.htm (8-K) — 44KB
• mrai-ex99_1.htm (EX-99.1) — 19KB
• img155121336_0.jpg (GRAPHIC) — 5KB
• 0000950170-24-064564.txt ( ) — 189KB
• mrai-20240524.xsd (EX-101.SCH) — 24KB
• mrai-20240524_htm.xml (XML) — 5KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 24, 2024, Marpai, Inc. (the "Company") informed the staff of the Nasdaq Stock Market LLC of its intention to withdraw from the Nasdaq hearings process and transition the listing of its Class A common shares, par value $0.0001 per share (the "Shares"), from the Nasdaq Capital Market ("Nasdaq") and have the Shares quoted on the OTCQX Market ("OTCQX"). The Company was under a Nasdaq Panel Monitor and was not in compliance with the minimum stockholders' equity requirement, as outlined in Nasdaq Listing Rule 5550(b)(1). The Company expects that its Shares will be suspended from trading on Nasdaq effective at the opening of trading on Wednesday, May 29, 2024, and will have its Shares commence trading on OTCQX immediately thereafter. The Company anticipates that the Nasdaq hearings panel will file a Form 25 with the Securities and Exchange Commission which will formally delist the Company's Shares from Nasdaq in the near term. The Company will remain subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, following the delisting of its Shares from Nasdaq. The Company's delisting is expected to reduce the Company's costs as it advances its strategy to drive profitable growth. The Company intends to have its Shares quoted on OTCQX and expects that the Shares will be traded on OTCQX under its current trading symbol "MRAI" concurrent with the Nasdaq trading suspension. The Company expects that transferring its Shares to OTCQX will ensure that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Shares or that trading thereof will continue on OTCQX or otherwise.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As disclosed above, on May 24, 2024, the Company issued a press release announcing withdrawal from the Nasdaq hearings process and the transition of its trading to OTCQX. A copy of this release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release of Marpai, Inc. dated May 24, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements The information contained herein includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," and similar expressions. These statements relate to future events or to our strategies, targeted markets, and future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and those discussed in other documents we file with the SEC, including, the timing of the effectiveness of our delisting, the timing of our listing on OTCQX, and that as a result of the delisting, we expect to reduce our costs as we advance our strategy to drive profitable growth. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual resu

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: May 24, 2024 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR