Marpai, Inc. Files 8-K: Material Agreement, Equity Sales
Ticker: MRAI · Form: 8-K · Filed: Dec 10, 2024 · CIK: 1844392
| Field | Detail |
|---|---|
| Company | Marpai, INC. (MRAI) |
| Form Type | 8-K |
| Filed Date | Dec 10, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1.13, $700,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
TL;DR
Marpai signed a big deal & sold some stock, filing shows.
AI Summary
On December 5, 2024, Marpai, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.
Why It Matters
This filing indicates significant corporate activity for Marpai, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.
Key Players & Entities
- Marpai, Inc. (company) — Registrant
- December 5, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Marpai, Inc. on December 5, 2024?
The filing states that Marpai, Inc. entered into a material definitive agreement on December 5, 2024, but the specific details of this agreement are not provided in the summary information.
What type of events are reported in this 8-K filing besides the material agreement?
This 8-K filing also reports on unregistered sales of equity securities and other events.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on December 5, 2024.
What is Marpai, Inc.'s principal executive office address?
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 31.
Filing Stats: 757 words · 3 min read · ~3 pages · Grade level 11.3 · Accepted 2024-12-10 16:05:08
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI OTCQX Market Indic
- $1.13 — ivate placement, at a purchase price of $1.13 per share. The securities issued in th
- $700,000 — led: "Marpai, Inc. Announces Pricing of $700,000 Private Placement." A copy of this pres
Filing Documents
- ea0224175-8k_marpai.htm (8-K) — 29KB
- ea022417501ex10-1_marpai.htm (EX-10.1) — 87KB
- ea022417501ex99-1_marpai.htm (EX-99.1) — 7KB
- 0001213900-24-107406.txt ( ) — 322KB
- mrai-20241205.xsd (EX-101.SCH) — 3KB
- mrai-20241205_lab.xml (EX-101.LAB) — 33KB
- mrai-20241205_pre.xml (EX-101.PRE) — 22KB
- ea0224175-8k_marpai_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On December 5, 2024, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with four investors, including Yaron Eitan, the Company's Chairman, Steve Johnson, the Company's Chief Financial Officer and John Powers, the Company's President and Chief Operating Officer, pursuant to which the Company agreed to issue and sell an aggregate of 621,194 shares of its Class A common stock (the "Common Stock") (of which Mr. Eitan purchased 110,619 shares of Common Stock, Mr. Johnson purchased 5,000 shares of Common Stock and Mr. Powers purchased 10,000 shares of Common Stock) in a private placement, at a purchase price of $1.13 per share. 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 Other Events
Item 8.01 Other Events. On December 5, 2024, the Company issued a press release titled: "Marpai, Inc. Announces Pricing of $700,000 Private Placement." A copy of this press release is furnished herewith as Exhibit 99.1.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Form of Securities Purchase Agreement executed by and between Marpai Health Inc. and investor parties thereto, dated December 5, 2024 99.1 Press release dated December 5, 2024, titled: "Marpai, Inc. Announces Pricing of $700,000 Private Placement." 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 1
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: December 10, 2024 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer 2