Marpai, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Marpai just signed a big deal, details TBD.

AI Summary

On January 31, 2025, Marpai, Inc. entered into a material definitive agreement. The filing does not provide specific details on the agreement or any associated dollar amounts. The report was filed on February 6, 2025.

Why It Matters

This filing indicates a significant new contract or partnership for Marpai, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's nature and financial implications introduces uncertainty.

Key Players & Entities

• Marpai, Inc. (company) — Registrant
• January 31, 2025 (date) — Date of earliest event reported
• February 6, 2025 (date) — Filing date
• 855 - 389-7330 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI OTCQX Market Indic

Filing Documents

• ea0230139-8k_marpai.htm (8-K) — 27KB
• ea023013901ex10-1_marpai.htm (EX-10.1) — 19KB
• 0001213900-25-010928.txt ( ) — 222KB
• mrai-20250131.xsd (EX-101.SCH) — 3KB
• mrai-20250131_lab.xml (EX-101.LAB) — 33KB
• mrai-20250131_pre.xml (EX-101.PRE) — 22KB
• ea0230139-8k_marpai_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on February 7, 2024, Marpai, Inc. (the "Company") entered into Amendment No. 1 to Purchase Agreement (the "AXA Amendment") with AXA S.A., a French socit anonyme ("AXA"). The AXA Amendment amends the Membership Interest Purchase Agreement, dated August 4, 2022 (the "AXA Agreement"), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro Health, LLC. On January 31, 2025, the parties executed a debt reduction agreement (the "Debt Reduction Agreement") pursuant to which the parties agreed to reduce the Base Purchase and the Full Base Amount (each Price (as defined in the AXA Agreement) by three million dollars in the aggregate, due to the fact that by December 31, 2024, (i) the Company's largest shareholder contributed at least three million dollars in equity, (ii) the Company maintained a listing of its securities on an agreed upon nationally recognized stock exchange and (iii) between February 29, 2024 and April 15, 2024, the Company made all timely payments owed under the AXA Agreement. The foregoing description of the terms of the Debt Reduction Agreement does not purport to be complete and is qualified in its entirety by reference to the Debt Reduction Agreement which is included as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Debt Reduction Agreement, dated January 31, 2025, by and among Marpai, Inc. and AXA S.A. 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: February 6, 2025 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR