Marpai, Inc. Files 8-K: Material Agreement, Equity Sales
Ticker: MRAI · Form: 8-K · Filed: Oct 6, 2025 · CIK: 1844392
| Field | Detail |
|---|---|
| Company | Marpai, INC. (MRAI) |
| Form Type | 8-K |
| Filed Date | Oct 6, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1.36 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financials
Related Tickers: MPAI
TL;DR
Marpai signed a big deal & sold stock, check the filings.
AI Summary
On September 30, 2025, 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 filed financial statements and exhibits. The filing was made on October 6, 2025.
Why It Matters
This 8-K 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
- September 30, 2025 (date) — Date of earliest event reported
- October 6, 2025 (date) — Filing date
- Delaware (jurisdiction) — State of Incorporation
- 001-40904 (identifier) — Commission File Number
- 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 entered into by Marpai, Inc. on September 30, 2025?
The filing states that Marpai, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.
What type of equity securities were sold by Marpai, Inc. under the unregistered sales?
The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided summary.
When was this 8-K filing submitted to the SEC?
This 8-K filing was submitted to the SEC on October 6, 2025.
Where are Marpai, Inc.'s principal executive offices located?
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: 657 words · 3 min read · ~2 pages · Grade level 12.9 · Accepted 2025-10-06 16:01:27
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI OTCQX Market Indic
- $1.36 — ivate placement, at a purchase price of $1.36 per share. The securities issued in th
Filing Documents
- ea0260391-8k_marpai.htm (8-K) — 26KB
- ea026039101ex10-1_marpai.htm (EX-10.1) — 112KB
- 0001213900-25-096526.txt ( ) — 323KB
- mrai-20250930.xsd (EX-101.SCH) — 3KB
- mrai-20250930_lab.xml (EX-101.LAB) — 33KB
- mrai-20250930_pre.xml (EX-101.PRE) — 22KB
- ea0260391-8k_marpai_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2025, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with 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 147,058 shares of its Class A common stock (the "Common Stock") in a private placement, at a purchase price of $1.36 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 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: October 6, 2025 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer 2