Insider-led Marpai (OTCQX: MRAI) private sale of 1,038,519 shares

Rhea-AI Filing Summary

Marpai, Inc. reported that on September 10, 2025, it entered into a Securities Purchase Agreement with three investors for a private sale of its Class A common stock. The company agreed to issue and sell 1,038,519 shares of common stock at $1.0592 per share.

The investor group includes HillCour Investment Fund, LLC, an entity controlled by Chief Executive Officer Damien Lamendola, which purchased 896,903 shares. The transaction was structured as a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The shares have not been registered and may only be resold in the United States under a registration statement or a valid exemption.

Insights

Capital markets and governance analyst

Marpai raises equity privately with significant CEO‑linked participation.

Marpai, Inc. entered into a Securities Purchase Agreement with three investors for a private placement of 1,038,519 Class A common shares at $1.0592 per share. The use of a private, exempt transaction under Section 4(a)(2) and Rule 506(b) indicates the shares were sold to accredited or sophisticated investors rather than through a public offering.

A notable feature is that HillCour Investment Fund, LLC, controlled by CEO Damien Lamendola, purchased 896,903 of the shares, making insider-affiliated capital a major component of the deal. This aligns the CEO-linked entity more closely with common shareholders through increased ownership, while also concentrating ownership. The securities are restricted and unregistered, so any resale would require a registration statement or another exemption under U.S. securities laws.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 10, 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 1.01 Entry into a Material Definitive Agreement.

On September 10, 2025, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with three investors, including HillCour Investment Fund, LLC (“HillCour”), an entity controlled by the Company’s Chief Executive Officer, Damien Lamendola, pursuant to which the Company agreed to issue and sell an aggregate of 1,038,519 shares of its Class A common stock (the “Common Stock”) (of which HillCour purchased 896,903 shares of Common Stock) in a private placement, at a purchase price of $1.0592 per share.

The securities issued in the offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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

Item 3.02 Unregistered Sales of Equity Securities.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement executed by and between Marpai Health Inc. and investor parties thereto, dated September 10, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

1

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: September 16, 2025	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

2

FAQ

What equity transaction did Marpai (MRAI) disclose?

Marpai, Inc. disclosed that it entered into a Securities Purchase Agreement with three investors for a private placement of its Class A common stock.

How many Marpai (MRAI) shares were sold and at what price?

The company agreed to issue and sell 1,038,519 shares of Class A common stock at a purchase price of $1.0592 per share.

Who is HillCour Investment Fund, LLC and what was its role in the deal?

HillCour Investment Fund, LLC is an entity controlled by Marpai’s Chief Executive Officer, Damien Lamendola, and it purchased 896,903 shares in this private placement.

Are the newly issued Marpai (MRAI) shares registered with the SEC?

No. The shares have not been registered under the Securities Act and were issued under exemptions in Section 4(a)(2) and Rule 506(b) of Regulation D.

Can the privately placed Marpai shares be freely sold in the United States?

The securities may not be sold in the United States absent an effective registration statement or a valid exemption from registration under applicable securities laws.

Where can investors find the detailed terms of Marpai’s Securities Purchase Agreement?

The detailed terms are in the Form of Securities Purchase Agreement filed as Exhibit 10.1 to the report.