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  4. [8-K] Marpai, Inc. Reports Material Event

MRAI 8-K Attaches Securities Purchase Agreement; Terms Not Disclosed

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) filed an Form 8-K reporting a material event that attaches a Form of Securities Purchase Agreement as Exhibit 10.1 and an inline XBRL cover page file as Exhibit 104. The filing lists corporate communications categories related to securities and solicitation rules and identifies the security as Class A Common Stock traded on OTCQX. The form is signed by Damien Lamendola, Chief Executive Officer, with a signature date of October 6, 2025. The filing text supplied here does not include the agreement terms, financing amounts, counterparties, or other transaction economics, so material financial details are not available in this excerpt.

Positive

  • Exhibit 10.1 (Form of Securities Purchase Agreement) is attached, indicating formal documentation of a transaction
  • Exhibit 104 (inline XBRL cover page) is provided, supporting electronic disclosure compliance
  • Filing is signed by the CEO, Damien Lamendola, providing officer attestation

Negative

  • The excerpt does not include any economic terms (amounts, share counts, or pricing) of the securities purchase
  • No counterparty identities or investor details are provided, limiting assessment of strategic impact
  • Materiality cannot be quantified from this text because transaction economics are absent

Insights

TL;DR: A securities purchase agreement was filed, but no economic terms are disclosed here.

The attachment of a Form of Securities Purchase Agreement typically signals a planned financing or issuance of equity; this can affect capitalization and dilution depending on the deal size and pricing. The filing also lists standard pre-transaction communication categories under securities rules, indicating preparatory compliance steps.

The material impact depends entirely on undisclosed terms: purchase amount, share count, price, and investor identity. Those terms are not present in the supplied text, so short‑term valuation effects cannot be assessed from this excerpt. Watch for the full exhibit or an amendment showing the transaction economics and counterparty names.

TL;DR: The filing includes required exhibits and communications checkboxes, consistent with SEC procedural disclosure.

The 8-K identifies relevant Rule categories for written and pre‑commencement communications and includes the required exhibit references (Exhibit 10.1 and Exhibit 104), which helps meet Form 8‑K exhibit obligations. The signature by the CEO provides the officer attestation element for the filing.

Risk depends on the absent exhibit content: investors and counterparties should review the full Exhibit 10.1 to confirm representations, indemnities, closing conditions, and any registration or resale restrictions. Expect clarifying filings if terms are negotiated or finalized within standard SEC timelines.

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 30, 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 30, 2025, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 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 147,058 shares of its Class A common stock (the “Common Stock”) in a private placement, at a purchase price of $1.36 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
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: October 6, 2025 By: /s/ Damien Lamendola 
    Name:  Damien Lamendola
    Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Marpai, Inc. (MRAI) file in this 8-K?

Marpai filed an 8-K attaching a Form of Securities Purchase Agreement as Exhibit 10.1 and an inline XBRL cover page as Exhibit 104.

Does the filing disclose the financing amount or share price for MRAI?

No. The supplied excerpt does not include any financing amounts, share counts, or pricing.

Who signed the 8-K for Marpai and when?

The filing is signed by Damien Lamendola, Chief Executive Officer, dated October 6, 2025.

What security is referenced in the filing?

The filing references Class A Common Stock and lists the ticker MRAI on OTCQX.

Are the transaction counterparties or closing conditions included?

No. The excerpt does not disclose counterparties, closing conditions, or other transaction terms.