Marpai Shareholder Lamendola Amends 13D Filing

TL;DR

**Major Marpai shareholder Damien Lamendola updated his ownership stake, signaling a change in his position.**

AI Summary

Damien Lamendola, a significant shareholder of Marpai, Inc., filed an Amendment No. 6 to his Schedule 13D on January 19, 2024, indicating a change in his beneficial ownership of Marpai's Class A Common Stock. This amendment updates previous filings, with the event triggering this filing occurring on January 16, 2024. This matters to investors because changes in ownership by large shareholders like Lamendola can signal their evolving confidence in the company's future, potentially influencing stock price and strategic direction.

Why It Matters

This filing updates the public record on a key insider's stake, providing transparency into their current holdings and potential influence over Marpai, Inc.

Risk Assessment

Risk Level: low — This is a routine amendment to a previous filing and does not inherently indicate a high level of risk, but rather a change in a significant holder's position.

Analyst Insight

Investors should review the full Schedule 13D/A filing to understand the specific changes in Damien Lamendola's beneficial ownership and assess any potential implications for Marpai, Inc.'s stock or governance.

Key Players & Entities

• Damien Lamendola (person) — Reporting Person, significant shareholder of Marpai, Inc.
• Marpai, Inc. (company) — Subject Company, issuer of the Class A Common Stock
• January 19, 2024 (date) — Date the SC 13D/A filing was made
• January 16, 2024 (date) — Date of the event which required the filing of this statement
• Class A Common Stock, $0.0001 par value (other) — Title of Class of Securities

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securiti
• $5.71 — ise of warrants at an exercise price of $5.71 per share expiring on January 17, 2025
• $4 — o Mr. Lamendola at an exercise price of $4.44, issued on June 14, 2022 and vesting
• $0.92 — at a weighted average purchase price of $0.92. The Reporting Person paid such conside

Filing Documents

• damien_13da_11923.htm (SC 13D/A) — 130KB
• 0000950170-24-005873.txt ( ) — 132KB

Identity and Background

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph before the first paragraph thereof: On January 16, 2024, the Reporting Person purchased 1,100,000 shares of Common Stock of the Issuer at a weighted average purchase price of $0.92. The Reporting Person paid such consideration using personal funds.

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph after the last paragraph thereof: The Source and Amount of Funds or Other Consideration for the purchase of the shares of Common Stock on January 16, 2024 is set forth in Item 2.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Items 5(a) of the Schedule 13D are hereby amended and supplemented by the following paragraphs: (a) Damien Lamendola As of January 16, 2024, Damien Lamendola may be deemed to be the beneficial owner of: (1) 1,951,306 shares of the Issuer’s Common Stock held directly by HillCour Investment Fund, LLC (20.7% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power; (2) 931,674 shares of the Issuer’s Common Stock (9.9% of the outstanding Common Stock) held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a LLC controlled by Mr. Lamendola, and he holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC; (3) 91,117 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $5.71 per share expiring on January 17, 2025 held directly by HillCour Investment Fund, LLC (1.1% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, (4) 43,750 shares of the Issuer’s Common Stock issuable upon the exercise of options issued to Mr. Lamendola at an exercise price of $4.44, issued on June 14, 2022 and vesting monthly over a three year period, (5) 18,750 shares of the Issuer’s Common Stock issuable upon the exercise of options issued to Mr. Lamendola at an exercise price of $4.44, issued on June 14, 2022 and vesting monthly over a four year period, and (6) 200,000 shares of the Issuer’s Common Stock. (a) (b) HillCour Investment Fund, LLC As of January 16, 2024, HillCour Investment Fund, LLC may be deemed to be the beneficial owner of: (1) 1,951,306 shares of the Issuer’s Common Stock held directly by HillCour Investment Fund, LLC (20.7% of the outstanding Common Stock), and over which it holds the voting and

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is hereby amended and supplemented by the following paragraphs

Item 6 of the Schedule 13D is hereby amended and supplemented by the following paragraphs: Except as described in the Explanatory Note, and as disclosed in the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit 99.1 Warrant A g reement , dated A p ril 1 , 2021, b y and between the Issuer and HillCour Investment Fund , LLC ( incor p orated by reference to Exhibit 4.55 to the Re g istration Statement on Form S-1 filed b y the Issuer with the SEC on Jul y 20 , 2021). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated : January 19, 2024 DAMIEN LAMENDOLA By: /s/ Damien Lamendola Name: Damien Lamendola HILLCOUR INVESTMENT FUND, LLC By: /s/ Damien Lamendola Name: Damien Lamendola Its: Manager WELLENTERPRISES USA, LLC By: /s/ Damien Lamendola Name: Damien Lamendola Its: Manager The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

View Full Filing

View this SC 13D/A filing on SEC EDGAR