Marpai Inc. Files S-1 for Public Offering

TL;DR

Marpai Inc. just filed an S-1, looks like they're gearing up for a public stock offering.

AI Summary

Marpai, Inc. filed an S-1 registration statement on May 30, 2024, to register an unspecified number of securities. The company, headquartered in Tampa, Florida, is involved in health and allied services. This filing indicates Marpai is preparing to offer its securities to the public, likely for fundraising purposes.

Why It Matters

This S-1 filing signals Marpai Inc.'s intention to raise capital by selling its stock to the public, which could fund expansion or operations.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public or raise capital, which inherently carries market and execution risks.

Key Numbers

• 333-279836 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001844392 — Central Index Key (Unique identifier for Marpai, Inc. in the SEC's EDGAR system.)

Key Players & Entities

• Marpai, Inc. (company) — Registrant
• Damien Lamendola (person) — Chief Executive Officer
• Ron Ben-Bassat (person) — Legal Counsel
• Sullivan & Worcester LLP (company) — Legal Counsel
• May 30, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — o 3,943,334 shares of our common stock, $0.0001 par value per share (the “Common
• $0.65 — mmon Stock on OTCQX on May 29, 2024 was $0.65 per share. Investing in our Common Sto
• $35,000,000 — dquo;MVLS”) was below the minimum $35,000,000 required for continued listing as set f
• $11,830,000 — o;) in an aggregate principal amount of $11,830,000, for a total purchase price of $11,000,
• $11,000,000 — ,830,000, for a total purchase price of $11,000,000. The Purchase Agreement contains custom
• $140,000 b — , require monthly principal payments of $140,000 beginning on October 15, 2024, have a mat
• $3.00 — ”) at a conversion price equal to $3.00 per share (the “Conversion Price&
• $2.23 — ll not be adjusted to a price less than $2.23 per share, the closing price of the Com
• $5,000,000 — ter the Closing Date, and provided that $5,000,000 remains on deposit in a certain blocked

Filing Documents

• ea0207070-s1_marpaiinc.htm (S-1) — 150KB
• ea020707001ex5-1_marpaiinc.htm (EX-5.1) — 7KB
• ea020707001ex23-1_marpaiinc.htm (EX-23.1) — 3KB
• ea020707001ex-fee_marpaiinc.htm (EX-FILING FEES) — 12KB
• image_001.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 6KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• ex23-1_001.jpg (GRAPHIC) — 6KB
• ex23-1_002.jpg (GRAPHIC) — 6KB
• 0001213900-24-048035.txt ( ) — 206KB

Risk Factors

Risk Factors 3 Cautionary Statement Regarding Forward-Looking Statements 4

Use of Proceeds

Use of Proceeds 5 Selling Stockholders 6 Plan of Distribution 8 Legal Matters 9 Experts 9 Where You Can Find More Information 9 Incorporation of Documents by Reference 10 You should rely only on the information contained in this prospectus, any prospectus supplement and the documents incorporated by reference, or to which we have referred you. Neither we nor the selling stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Stock offered by this prospectus and any prospectus supplement in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus nor any distribution of Common Stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date. When used herein, unless the context requires otherwise, references to the “Company,” “Marpai,” “we,” “our” and “us” refer to Marpai, Inc., Delaware corporation, collectively with our wholly owned subsidiaries, Marpai Captive, Inc. (“Marpai Captive”), Marpai Administrators LLC (formerly known as Continental Benefits, LLC) (“Marpai A

View Full Filing

View this S-1 filing on SEC EDGAR