Marpai, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: MRAI · Form: 8-K · Filed: Sep 16, 2025 · CIK: 1844392
| Field | Detail |
|---|---|
| Company | Marpai, INC. (MRAI) |
| Form Type | 8-K |
| Filed Date | Sep 16, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1.0592 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
Related Tickers: MPAI
TL;DR
Marpai filed an 8-K for a material agreement and equity sales - big moves incoming.
AI Summary
Marpai, Inc. announced on September 10, 2025, 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. Specific details regarding the agreement and sales were not provided in the initial filing summary.
Why It Matters
This filing indicates significant corporate activity for Marpai, Inc., potentially involving new partnerships, financing, or strategic shifts that could impact its business operations and stock value.
Risk Assessment
Risk Level: medium — The filing mentions a Material Definitive Agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.
Key Players & Entities
- Marpai, Inc. (company) — Registrant
- September 10, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Tampa, Florida (location) — Principal Executive Offices
- 855-389-7330 (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 on September 10, 2025, but the specific terms and counterparty are not detailed in the provided summary.
What type of equity securities were sold unregistered by Marpai, Inc.?
The filing indicates unregistered sales of equity securities by Marpai, Inc. on or around September 10, 2025, but does not specify the type or amount of securities.
What are the key exhibits filed with this 8-K report?
The filing lists 'Financial Statements and Exhibits' as an item information, suggesting these documents are part of the report, but their specific content is not detailed in the provided summary.
When was Marpai, Inc. incorporated and in which state?
Marpai, Inc. was incorporated in Delaware, as indicated by the filing.
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.
Filing Stats: 684 words · 3 min read · ~2 pages · Grade level 13 · Accepted 2025-09-16 06:59:49
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI OTCQX Market Indic
- $1.0592 — ivate placement, at a purchase price of $1.0592 per share. The securities issued in th
Filing Documents
- ea0257483-8k_marpai.htm (8-K) — 26KB
- ea025748301ex10-1_marpai.htm (EX-10.1) — 86KB
- 0001213900-25-087900.txt ( ) — 297KB
- mrai-20250910.xsd (EX-101.SCH) — 3KB
- mrai-20250910_lab.xml (EX-101.LAB) — 33KB
- mrai-20250910_pre.xml (EX-101.PRE) — 22KB
- ea0257483-8k_marpai_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2025, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with three investors, including HillCour Investment Fund, LLC ("HillCour"), an entity controlled by the Company's Chief Executive Officer, Damien Lamendola, pursuant to which the Company agreed to issue and sell an aggregate of 1,038,519 shares of its Class A common stock (the "Common Stock") (of which HillCour purchased 896,903 shares of Common Stock) in a private placement, at a purchase price of $1.0592 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 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 September 10, 2025 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: September 16, 2025 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer 2