[8-K] Marpai, Inc. Reports Material Event

Rhea-AI Filing Summary

Marpai, Inc. amended its charter to authorize 2,000,000 shares of blank-check preferred stock. This gives the board the ability to create one or more series of preferred shares with voting powers, preferences, and other rights set solely by the board.

The board approved the amendment on June 24, 2025; a majority of stockholders approved it at the annual meeting on August 27, 2025; and the amendment was filed in Delaware on October 17, 2025.

Insights

Capital structure & governance analyst

Charter change adds preferred share flexibility; neutral impact.

Marpai now has authority for 2,000,000 blank-check preferred shares, allowing the board to define series-specific voting rights, preferences, and other terms without further charter changes.

This mechanism can support future financing structures or strategic uses, but any impact depends on whether and how such preferred shares are designated and issued.

Key anchors are the approvals on June 24, 2025 (board) and August 27, 2025 (stockholders), with filing on October 17, 2025. No specific issuance terms are included in the excerpt.

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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): October 17, 2025

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 17, 2025, Marpai Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, pursuant to which the Company’s Amendment to the Second Amended and Restated Certificate of Incorporation (the “Amended Certificate of Incorporation”) was amended to authorize 2,000,000 shares of preferred stock, which shares shall be “blank-check preferred stock” in one or more series as solely determined by the Company’s board of directors (the “Board”), and to have the voting powers, preferences and relative participation, optional and special rights and qualifications, limitations and restrictions thereof as may be solely determined by the Board, from time to time.

The Certificate of Amendment was approved by the Board on June 24, 2025, and by a majority of the Company’s stockholders at the Company’s annual stockholders meeting convened on August 27, 2025.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

 Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Amendment to the Second Amended and Restated Certificate of Incorporation of Marpai Inc., dated October 17, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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: October 20, 2025	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

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