Marpai, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MRAI OTCQX Market Indic
• $1.00 — tock and accompanying Common Warrant is $1.00. The Common Warrants have an exercise
• $350,000 — fering are expected to be approximately $350,000. The Company intends to use the proceed

Filing Documents

• ea0270704-8k_marpai.htm (8-K) — 26KB
• ea027070401ex4-1_marpai.htm (EX-4.1) — 76KB
• ea027070401ex10-1_marpai.htm (EX-10.1) — 93KB
• 0001213900-25-124729.txt ( ) — 401KB
• mrai-20251222.xsd (EX-101.SCH) — 3KB
• mrai-20251222_lab.xml (EX-101.LAB) — 33KB
• mrai-20251222_pre.xml (EX-101.PRE) — 22KB
• ea0270704-8k_marpai_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On December 22, 2025, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain investors, pursuant to which the Company agreed to issue and sell an aggregate of: (i) 350,000 shares of its Class A common stock, par value $0.0001 per share (the "Common Stock"), and (ii) warrants (the "Common Warrants") to purchase up to 700,000 shares of Common Stock in a private placement. The purchase price for each share of Common Stock and accompanying Common Warrant is $1.00. The Common Warrants have an exercise price of $1.00 per share, can be exercised immediately following the closing of the private placement offering and will be exercisable for three years following the date of issuance. The Common Warrants contain customary anti-dilution provisions. The Company also agreed to grant the Purchasers the right for a period of six (6) months from the date of the Securities Purchase Agreement to include all of the Common Shares and Common Warrant Shares as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a)). The gross proceeds to the Company from the offering are expected to be approximately $350,000. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The offering is expected to close on or about December 22, 2025, subject to the satisfaction of customary closing conditions. 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 For

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. (d) Exhibits Exhibit Number Description 4.1 Form of Common Warrant 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: December 22, 2025 By: /s/ Damien Lamendola Name: Damien Lamendola Title: Chief Executive Officer 2

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