Lamendola Amends Marpai Stake Filing

TL;DR

Lamendola just updated his Marpai stake filing - watch this space.

AI Summary

On August 28, 2024, Damien Lamendola filed Amendment No. 9 to Schedule 13D for Marpai, Inc. This filing indicates a change in beneficial ownership of Marpai, Inc. common stock. The filing was made by Damien Lamendola, with Marpai, Inc. as the subject company.

Why It Matters

This amendment to a Schedule 13D 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 — Schedule 13D filings often indicate significant shareholder activity, which can lead to volatility.

Key Numbers

• 9 — Amendment Number (Indicates this is the ninth update to the Schedule 13D filing.)
• August 28, 2024 — Date of Event (The date triggering the requirement for this filing amendment.)

Key Players & Entities

• Damien Lamendola (person) — Filing person and authorized contact
• Marpai, Inc. (company) — Subject company
• HILLCOUR INVESTMENT FUND, LLC (company) — Group member
• WELLENTERPRISES USA, LLC (company) — Group member

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
• $0.481 — ck of the Issuer at a purchase price of $0.481 per share. The Reporting Person paid su

Filing Documents

• ea0213362-13da9lamend_marpai.htm (SC 13D/A) — 99KB
• 0001213900-24-075698.txt ( ) — 101KB

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 August 28, 2024, the Reporting Person purchased 1,351,351 shares of Common Stock of the Issuer at a purchase price of $0.481 per share. The Reporting Person paid such consideration using personal funds.

Source and Amount of Funds or Other

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 August 28, 2024 is set forth in Item 2.

Interest in Securities of

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 August 28, 2024, Damien Lamendola may be deemed to be the beneficial owner of: (1) 4,917,657 shares of the Issuer’s Common Stock held directly by HillCour Investment Fund, LLC (35.78% 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 (6.78% 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) 420,000 shares of Common Stock Restricted stock awards vesting over the next 2 years, held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power; (4) 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 (0.66% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, (5) 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, (6) 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 (7) 210,000 shares of the Issuer’s Common Stock owned by Mr. Lamendola. 5 (a) (b) HillCour Investment Fund, LLC As of August 28, 2024, H

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 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 Agreement, dated April 1, 2021, by and between the Issuer and HillCour Investment Fund, LLC (incorporated by reference to Exhibit 4.55 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on July 20, 2021). 6 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 : September 4, 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). 7

View Full Filing

View this SC 13D/A filing on SEC EDGAR