Marpai, Inc. Files S-1 Registration Statement

TL;DR

Marpai just filed an S-1, looks like they're prepping to sell more stock.

AI Summary

Marpai, Inc. filed an S-1 registration statement on December 23, 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 new securities to the public, potentially for fundraising or other corporate purposes.

Why It Matters

This S-1 filing signals Marpai, Inc.'s intention to offer new securities, which could impact its capital structure and future growth strategies.

Risk Assessment

Risk Level: medium — S-1 filings are standard for companies going public or issuing new shares, but the lack of specific offering details in this initial filing warrants a medium risk assessment.

Key Numbers

• 333-284019 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 20241223 — Filing Date (The date Marpai, Inc. officially submitted this S-1 filing.)

Key Players & Entities

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

FAQ

Key Financial Figures

• $0.0001 — (the "Company") common stock, par value $0.0001 per share (the "common stock"), issued
• $0.98 — stock on OTCQX on December 20, 2024 was $0.98 per share. Investing in our common st
• $4.59 — th a weighted-average exercise price of $4.59 per share; 1,025,000 shares of common
• $16.40 — th a weighted-average exercise price of $16.40 per share; and 542,355 shares of comm
• $76.7 million — 2023, we had an accumulated deficit of $76.7 million and negative working capital of $3.8 mi
• $3.8 million — million and negative working capital of $3.8 million. As of December 31, 2023, we had $0.6 m
• $0.6 million — illion. As of December 31, 2023, we had $0.6 million of short-term debt, $19.4 million of lo
• $19.4 million — we had $0.6 million of short-term debt, $19.4 million of long-term debt and $1.1 million of u
• $1.1 million — bt, $19.4 million of long-term debt and $1.1 million of unrestricted cash on hand. For the y
• $28.8 million — r 31, 2023, we recognized a net loss of $28.8 million and negative cash flows from operations
• $15.7 million — negative cash flows from operations of $15.7 million. Since inception, the Company has met i

Filing Documents

• ea0225602-s1_marpai.htm (S-1) — 2744KB
• ea022560201ex5-1_marpai.htm (EX-5.1) — 10KB
• ea022560201ex23-1_marpai.htm (EX-23.1) — 3KB
• ea022560201ex-fee_marpai.htm (EX-FILING FEES) — 12KB
• image_001.jpg (GRAPHIC) — 9KB
• image_002.jpg (GRAPHIC) — 14KB
• fin_001.jpg (GRAPHIC) — 18KB
• ex5-1_001.jpg (GRAPHIC) — 16KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• ex23-1_002.jpg (GRAPHIC) — 5KB
• 0001213900-24-111913.txt ( ) — 12703KB
• mrai-20240930.xsd (EX-101.SCH) — 111KB
• mrai-20240930_cal.xml (EX-101.CAL) — 88KB
• mrai-20240930_def.xml (EX-101.DEF) — 601KB
• mrai-20240930_lab.xml (EX-101.LAB) — 923KB
• mrai-20240930_pre.xml (EX-101.PRE) — 610KB
• ea0225602-s1_marpai_htm.xml (XML) — 1807KB

Business

Business 35 Legal Proceedings 40 Management 41 Executive Compensation 47 Certain Relationships and Related Party Transactions 52 Principal Stockholders 54 Description of Capital Stock 56 Selling Stockholders 59 Determination of Offering Price 61 Plan of Distribution 61 Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Common Stock 62 Legal Matters 66 Experts 66 Where You Can Find Additional Information 66 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus, any prospectus supplement . 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 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 in 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.

Risk Factors

Risk Factors Our business is subject to numerous risks and uncertainties that you should consider before investing in our company. You should carefully consider the risks described more fully below before making a decision to invest in our Common Stock. If any of these risks occurs, our business, financial condition and results of operations would likely be materially adversely affected. These risks, include, but are not limited to, the following: The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. If we are unable to obtain additional capital, we may not be able to continue our operations on the scope or scale as currently conducted or at all, and that could have a material adverse effect on our business, results of operations and financial condition; We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve profitability; We expect that we will need to raise additional capital to meet our business requirements in the future, and such capital raising may be costly or difficult to obtain and could dilute our shareholders' ownership interests, and such offers or availability for sale of a substantial number of our shares of common stock may cause the price of our publicly traded shares to decline; The loss, termination, or renegotiation of any contract with our current Clients could materially adversely affect our financial conditions and operating results. 1 We are a party to several disputes and lawsuits, and we may be subject to liabilities arising from these and similar disputes in the future; If our member guidance programs fail to provide accurate and timely predictions, or if they are associated with wasteful visits to Providers or unhelpful recommendations for Members, then this could lead to low customer satisfaction, which could adversely affect our results of operations; I

View Full Filing

View this S-1 filing on SEC EDGAR