Lamendola Amends Marpai Stake
Ticker: MRAI · Form: SC 13D/A · Filed: Mar 11, 2024 · CIK: 1844392
| Field | Detail |
|---|---|
| Company | Marpai, INC. (MRAI) |
| Form Type | SC 13D/A |
| Filed Date | Mar 11, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.0001, $5.71, $4, $1.65 |
| Sentiment | neutral |
Sentiment: neutral
Topics: schedule-13d, amendment, beneficial-ownership
Related Tickers: MPAI
TL;DR
Lamendola updated his Marpai stake filing, watch this.
AI Summary
On March 7, 2024, Damien Lamendola filed an amendment (Amendment No. 7) to Schedule 13D for Marpai, Inc. The filing indicates a change in beneficial ownership of Marpai, Inc. common stock. The specific details of the change in ownership and the total number of shares held are not fully disclosed in this excerpt.
Why It Matters
This filing signals a potential shift in control or significant shareholder activity for Marpai, Inc., which could impact its stock price and strategic direction.
Risk Assessment
Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's position, which can lead to increased volatility.
Key Players & Entities
- Marpai, Inc. (company) — Subject company
- Damien Lamendola (person) — Filing person
- March 7, 2024 (date) — Date of event requiring filing
FAQ
What is the CUSIP number for Marpai, Inc. Class A Common Stock?
The CUSIP number for Marpai, Inc. Class A Common Stock is 571354 109.
Who is authorized to receive notices and communications for this filing?
Damien Lamendola, c/o Marpai, Inc., 615 Channelside Drive, Suite 207, Tampa, Florida 33602, is authorized to receive notices and communications.
What is the business address of Marpai, Inc.?
The business address of Marpai, Inc. is 615 Channelside Drive, Suite 207, Tampa, Florida 33602.
What is the phone number listed for Marpai, Inc.?
The phone number listed for Marpai, Inc. is 646-303-3483.
What is the date of the event that requires this Schedule 13D filing?
The date of the event which requires filing of this statement is March 7, 2024.
Filing Stats: 2,228 words · 9 min read · ~7 pages · Grade level 11.2 · Accepted 2024-03-11 16:01:02
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
- $1.65 — ck of the Issuer at a purchase price of $1.65 per share. The Reporting Person paid su
Filing Documents
- damien_13da_3724.htm (SC 13D/A) — 130KB
- 0000950170-24-029202.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 March 7, 2024, the Reporting Person purchased 910,000 shares of Common Stock of the Issuer at a purchase price of $1.65 per share. 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 March 7, 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 March 7, 2024, Damien Lamendola may be deemed to be the beneficial owner of: (1) 2,861,306 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 owned by Mr. Lamendola. (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) 2,861,306 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
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 : March 11, 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).