Welcome to our dedicated page for Marpai SEC filings (Ticker: MRAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Marpai, Inc. filings document material events, capital-structure matters and operating disclosures for a healthcare technology company whose Class A common stock trades on the OTCQX Market under MRAI. Recent Form 8-K reports cover results of operations, material definitive agreements and governance matters.
The filing record includes disclosures on promissory-note financing for working capital, amendments to note terms, officer appointments, and charter changes authorizing blank-check preferred stock. Marpai filings also identify its registered Class A common stock, emerging growth company status in certain reports, and formal risk and compliance references tied to its public-company reporting obligations.
Marpai, Inc. shareholder Calvin Steven Mitchell, together with Benchmark Assets, LLC and the Mitchell Family Trust II, files Amendment No. 1 to a Schedule 13D reporting updated ownership and recent transactions in Marpai common stock and preferred stock.
As of August 12, 2026, Mitchell is reported as the indirect beneficial owner of 2,050,000 shares of common stock, or 6.9% of the class. Benchmark beneficially owns 1,950,000 shares (including common stock and warrants), or 6.6%, and the Trust beneficially owns 3,000,000 conversion shares, or 10.1%, all based on 25,292,667 common shares outstanding. Benchmark previously acquired 650,000 common shares and 1,300,000 warrants for $650,000 in an October 30, 2025 private placement, and the Trust acquired 3,000 shares of Series A Convertible Preferred Stock for $3,000,000 in a July 31, 2026 private placement. Recent open-market purchases include 29,000 shares by Mitchell’s spouse and 50,000 shares by Mitchell on July 30, 2026. In connection with the preferred investment, Mitchell is entitled to serve as a board observer for two years while the Trust continues to hold at least 3,000 preferred shares.
Marpai, Inc. (MRAI) has a new significant shareholder. Calvin Steven Mitchell, through Benchmark Assets, LLC, has reported beneficial ownership of 1,950,000 Marpai common shares, including 650,000 shares and vested warrants to purchase 1,300,000 additional shares. This represents 9.3% of Marpai’s outstanding common stock, based on 19,655,611 shares outstanding after a private placement of common stock and warrants. The securities were acquired by Benchmark in a private placement for an aggregate purchase price of $650,000 from its working capital. Mitchell, as sole member and manager of Benchmark, has sole voting and dispositive power over these securities.
The filing states that the reporting persons view Marpai as an attractive investment and may engage with management and the board on business strategy, operating performance and corporate governance. They may acquire additional securities, including via warrant exercises, or dispose of some or all holdings, depending on company performance, stock price and market conditions.
Mitchell Calvin Steven, identified as a ten percent owner of Marpai, Inc., reports existing equity positions rather than new trades. He directly holds 100,000 shares of common stock, including 50,000 held by his spouse. Through Benchmark Assets, LLC, he indirectly holds 650,000 common shares and warrants with rights to acquire 1,300,000 common shares at an exercise price of $1.00 per share, exercisable until October 30, 2028. A related irrevocable trust holds 3,000 shares of Series A Preferred Stock, convertible into 3,000,000 common shares; these are reported as part of a Schedule 13D group, while he disclaims pecuniary interest in the trust-held shares.
Marpai, Inc. reported continued operating losses and severe liquidity pressure for the six months ended June 30, 2026. Revenue fell to $8.61 million from $10.07 million, primarily from customer turnover, while cost cuts reduced total expenses to $14.53 million from $15.93 million. Net loss widened slightly to $7.77 million, with higher $2.00 million interest expense driven in part by its AXA obligation.
Total assets were $9.47 million against $48.36 million of liabilities, producing a stockholders’ deficit of $38.89 million and negative working capital of about $14.5 million. Unrestricted cash was only $138 thousand, and operating cash outflow was $4.58 million. Management concluded that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
Debt pressures are significant: $8.09 million in senior secured convertible debentures (14% interest, maturing April 2028) and $20.73 million owed to AXA, with minimum payments of $1.0 million in 2027, $5.0 million in 2028 and about $22.3 million in 2029. Subsequent to quarter-end, Marpai agreed to sell $12.1 million of Series A preferred stock, of which about $2.45 million must be paid to AXA, modestly improving liquidity but not resolving the heavy leverage and deficit.
Marpai, Inc. entered into securities purchase agreements with accredited investors for a private placement of 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share, for expected gross proceeds of approximately $12,100,000. Each preferred share is convertible into common stock at a $1.00 conversion price, subject to beneficial ownership limits and customary anti-dilution adjustments.
The Preferred Stock carries an 8% dividend payable in common stock upon a liquidity event or conversion, votes with common on an as-converted basis, and has specified liquidation preferences relative to senior and parity securities. Investors receive resale registration rights, information rights for holders whose preferred equals 10% of outstanding common, and 24‑month participation rights in future equity offerings for purchasers of at least 50 shares. Purchasers also receive most-favored nation treatment that can last until an underwritten public offering of at least $5 million at the initial conversion price or an earlier 60% preferred-holder vote. Mitchell Family Trust II, the lead investor, gains a two‑year board observer seat for Steve Mitchell while it holds at least 3,000 preferred shares. The securities were issued in an unregistered offering relying on Section 4(a)(2) and Rule 506(b).
Marpai, Inc. restructured debt with principal lenders JGB Capital and AXA S.A. through amendments that extend maturities and modify payment terms, which the company states reduce near‑term debt service by $26.4 million through 2027 and enhance near‑term liquidity.
The AXA amendment changes the obligation to remit 35% of net offering proceeds so that, from signing through December 31, 2026, payments are required only after the Company receives $5 million in offering proceeds. It also sets minimum annual payments of $0 in 2026, $1,000,000 in 2027, $5,000,000 in 2028, and $22,250,969 in 2029, and extends AXA’s maturity to December 31, 2029. Marpai agreed not to incur additional indebtedness beyond its current borrowings.
The JGB Second Amendment extends the maturity of Marpai’s debentures to April 15, 2028, revises the amortization schedule, and provides for restructuring and exit payments. Marpai states that the revised debt service profile better aligns obligations with projected operational cash flows and supports its operating and growth plans.
Marpai, Inc. director Eitan Yaron reported equity compensation changes involving Class A Common Stock. On May 29, 2026, he acquired 175,000 shares at $0.00 per share as a grant or award, bringing his direct holdings to 1,224,073 shares.
A prior transaction on December 8, 2025 shows a disposition of 50,000 shares back to the issuer, described as a forfeiture of unvested restricted stock units under the award terms. The new RSUs were granted under Marpai, Inc.'s 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date, indicating compensation-related, non‑market activity.
Marpai, Inc. Chief Financial Officer Steve Andrew Johnson reported acquiring more Class A Common Stock. He made an open-market purchase of 1,100 shares at $0.62 per share and also received a grant of 125,000 restricted stock units under the company’s 2024 Global Stock Incentive Plan, which were fully vested on issuance. Following these transactions, he holds 1,024,192 shares directly, indicating a routine increase in his equity stake through both personal buying and equity compensation.
Marpai, Inc. director Shiv Sagiv reported stock-based compensation and a prior forfeiture involving Class A Common Stock. On May 29, 2026, he acquired 125,000 shares at $0.00 per share through a grant of fully vested restricted stock units under the 2024 Global Stock Incentive Plan. A prior December 8, 2025 entry shows a 50,000-share disposition to the issuer tied to the forfeiture of unvested RSUs. After these transactions, Sagiv directly holds 613,667 shares, and no derivative securities remain reported in this filing.
Marpai, Inc. director Robert M. Pons reported equity compensation and a prior forfeiture involving Class A Common Stock–linked awards. On May 29, 2026, he acquired 100,000 shares at a stated price of $0.00 per share as a grant or award. Footnotes explain these restricted stock units were granted under Marpai Inc.'s 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date. A prior transaction on December 8, 2025 shows a disposition of 50,000 shares back to the issuer, representing the forfeiture of unvested RSUs under the award terms. Following the reported transactions, Pons directly holds 484,200 shares of Class A Common Stock.