Marpai borrows $250K from CEO via promissory note

Marpai, Inc. entered into a short-term financing arrangement with its Chief Executive Officer.

Rhea-AI Filing Summary

Marpai, Inc. entered into a short-term financing arrangement with its Chief Executive Officer. On March 9, 2026, the company issued a $250,000 promissory note to CEO Damien Lamendola at an annual interest rate of 12.0%. The note is repayable, together with accrued interest and any other amounts due, by May 10, 2026 and can be prepaid at any time without penalty. Marpai plans to use the proceeds for general working capital needs, providing near-term liquidity funded directly by its chief executive.

Insights

Corporate finance analyst

Marpai secures a small, high-rate insider loan to cover near-term working capital.

Marpai, Inc. has arranged a $250,000 promissory note from its CEO, Damien Lamendola, at a 12.0% annual interest rate. This is a short-term bridge, with all principal and interest due by May 10, 2026, and no prepayment penalty.

Because the lender is the CEO, the transaction avoids third-party credit conditions but underscores that the company is tapping internal sources for liquidity. The interest rate is relatively high for a related-party loan, reflecting either urgency or perceived risk rather than long-duration capital support.

The filing indicates proceeds will fund general working capital, suggesting routine operating needs rather than a specific project. Subsequent quarterly and annual reports can provide clarity on cash generation and whether Marpai replaces this insider note with longer-term or lower-cost financing after May 2026.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What financing did Marpai, Inc. (MRAI) enter into with its CEO?

Marpai entered into a short-term promissory note with its CEO for $250,000. The note carries 12.0% annual interest and is due by May 10, 2026, providing near-term liquidity directly from a related party.

What are the key terms of Marpai’s $250,000 promissory note?

The promissory note has a principal of $250,000, an annual interest rate of 12.0% (or lower if required by New York law), and a maturity date of May 10, 2026. Marpai may prepay it at any time without premium or penalty.

Who is the lender under Marpai’s March 9, 2026 promissory note?

The lender is Damien Lamendola, Marpai’s Chief Executive Officer. He holds the $250,000 note as the “Holder,” and payments of principal, interest and other amounts are due to him or his successors and assigns by May 10, 2026.

How will Marpai, Inc. (MRAI) use the $250,000 promissory note proceeds?

Marpai plans to use the $250,000 in proceeds for general working capital purposes. This typically means covering everyday operating needs such as payroll, vendor payments, and other short-term obligations rather than funding a specific acquisition or project.

Can Marpai repay the CEO promissory note early without penalty?

Yes. Marpai may prepay the promissory note, in whole or in part, at any time without premium or penalty. Any early repayment must include all accrued interest and other sums then due to the CEO as Holder under the note.

When does Marpai’s promissory note to its CEO mature?

The note matures on May 10, 2026, when all outstanding principal, accrued interest and other amounts become payable. Until that date, the note accrues interest at 12.0% per year, subject to the maximum rate permitted under New York law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/11/2026 - 08:28 AM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2026

MARPAI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40904		86-1916231
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

615 Channelside Drive, Suite 207
Tampa, Florida		33602
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 389-7330

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		MRAI		OTCQX Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2026, Marpai Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $250,000 to Damien Lamendola, the Company’s Chief Executive Officer (the “Holder”). The Note accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until the Note is repaid in full. The Note may be prepaid by the Company, in whole or in part, together with all interest then accrued and any other sums then due and payable to the Holder, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under the Note are payable by May 10, 2026 to the Holder, or its successors and assigns. The proceeds of the Note will be used by the Company for general working capital purposes.

The foregoing description of the terms of the Note is not intended to be complete and is qualified in its entirety by reference to the Note, copy of which is attached hereto as 10.1, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 is incorporated by reference in this Item 2.03.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Promissory Note, dated March 9, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARPAI, INC.
Date: March 11, 2026	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 PROMISSORY NOTE, DATED MARCH 9, 2026 15.7 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB