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

Marpai Inc. (OTCQX: MRAI) trims debt service by $26.4M in lender deals

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

Rhea-AI Filing Summary

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.

Positive

  • Debt restructuring agreements with JGB Capital and AXA reduce near‑term debt service by $26.4 million through 2027, extend maturities into 2028–2029, and, according to Marpai, improve liquidity and alignment of obligations with projected cash flows.

Negative

  • None.
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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Debt service reduction through 2027 $26.4 million Decrease in near-term debt service expenditures stated in the July 20, 2026 press release
Offering proceeds threshold before AXA share $5 million Net offering proceeds Marpai must receive before paying AXA 35% from signing through December 31, 2026
Minimum AXA payment 2027 $1,000,000 Minimum annual payment due to AXA in 2027 under the AXA Second Amendment Agreement
Minimum AXA payment 2028 $5,000,000 Minimum annual payment due to AXA in 2028 under the AXA Second Amendment Agreement
Minimum AXA payment 2029 $22,250,969 Minimum annual payment due to AXA in 2029 under the AXA Second Amendment Agreement
JGB debentures maturity April 15, 2028 New maturity date for debentures issued under the JGB Purchase Agreement
AXA obligations maturity December 31, 2029 Extended maturity date for Marpai’s obligations to AXA under the AXA Second Amendment Agreement
Membership Interest Purchase Agreement regulatory
"The AXA Amendment amends the Membership Interest Purchase Agreement, dated August 4, 2022"
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
Debentures financial
"extended the maturity date of the Debentures issued pursuant to the JGB Purchase Agreement"
A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.
amortization schedule financial
"revised the amortization schedule set forth in the Debentures and provided for certain restructuring"
A schedule that lays out each planned payment on a loan or debt over its life, showing how much of each payment reduces the original amount owed and how much pays the borrowing cost. Investors use it like a repayment roadmap to see when cash will be required, how quickly debt will shrink, and how interest costs affect a company’s future cash flow and profitability — important for valuing a business or assessing financial risk.
debt restructuring financial
"Marpai Inc. Announces Debt Restructuring Agreements with JGB Capital and AXA"
Debt restructuring is when a borrower and its lenders renegotiate the terms of outstanding loans—such as lowering payments, cutting interest rates, extending due dates, or swapping debt for equity—to make the debt more manageable. For investors, it matters because restructuring can prevent default and preserve a company’s value, but it may also dilute shareholders or signal financial stress, so it changes risk and potential returns like rearranging bills to stay afloat.
Third-Party Administration technical
"a leader in innovative healthcare technology, Third-Party Administration (“TPA”)"
Third-party administration is when an outside firm handles administrative tasks for benefit plans, insurance policies, or other corporate programs—things like processing claims, keeping records, and managing payments. Investors care because using a specialist can lower a company’s operating burden and costs, affect reported liabilities and cash flow, and introduce operational or compliance risk if the administrator makes errors; think of it like hiring a property manager to run an apartment complex instead of the owner doing every task.
Pharmacy Benefit Management technical
"healthcare technology, Third-Party Administration (“TPA”), and Pharmacy Benefit Management (“PBM”) services"
Pharmacy benefit management is a business that acts like a shopping agent for prescription drugs: it negotiates prices with drug makers, decides which medicines are covered, processes claims, and runs or networks pharmacies on behalf of insurers, employers, and government plans. Investors care because these managers influence drug costs, company revenues and profit margins, and are sensitive to changes in regulations or shifts in how drugs are bought and paid for.

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FAQ

What debt restructuring did Marpai (MRAI) announce in July 2026?
Marpai reported amended debt agreements with JGB Capital and AXA S.A. that extend maturities, revise amortization and payment terms, and, according to the company, reduce near‑term debt service and ease liquidity pressures while supporting its operating and growth plans.

How much near-term debt service does Marpai (MRAI) expect to reduce?
The company states that the JGB and AXA amendments together reduce near‑term debt service by $26.4 million through 2027. This reduction is intended to align debt obligations with projected operational cash flows and provide greater financial flexibility and runway for executing its business strategy.

What are Marpai’s new minimum annual payments to AXA under the amendment?
Marpai agreed to minimum annual payments to AXA of $0 in 2026, $1,000,000 in 2027, $5,000,000 in 2028, and $22,250,969 in 2029. These payments replace the prior schedule and are part of extending the maturity of AXA obligations to December 31, 2029.

When do Marpai’s restructured obligations to JGB Capital and AXA now mature?
Under the JGB Second Amendment, the maturity of Marpai’s debentures was extended by one year to April 15, 2028. The AXA Second Amendment extends the maturity of Marpai’s obligations to AXA by an additional year to December 31, 2029, with a revised payment schedule.

How did the AXA amendment change Marpai’s obligation on offering proceeds (MRAI)?
Previously, Marpai was required to pay AXA 35% of net offering proceeds. From the amendment date through December 31, 2026, those payments are now required only after the company has received $5 million in offering proceeds, easing immediate cash outflows from new capital raises.

Did Marpai (MRAI) accept any new borrowing restrictions in the AXA agreement?
Yes. As part of the AXA amendment, Marpai agreed not to incur any additional indebtedness other than its currently outstanding indebtedness. This covenant limits new borrowing while the revised repayment schedule and extended maturity to December 31, 2029 are in effect.
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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): July 16, 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 July 16, 2026, Marpai, Inc. (the “Company”) entered into Amendment No. 2 to Purchase Agreement (the “AXA Amendment”) with AXA S.A., a French société anonyme (“AXA”). The AXA Amendment amends the Membership Interest Purchase Agreement, dated August 4, 2022, as amended on February 7, 2024 (the “AXA Agreement”), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro Health, LLC.

 

The AXA Amendment provides that the requirement by the Company to pay AXA an amount equal to thirty five percent of the net proceeds shall be amended such that from the date of the AXA Amendment through December 31, 2026, such payments will only be required after $5 million in offering proceeds are received by the Company.

 

The AXA Amendment also provides that the Company shall make minimal annual payments of not less than $0, $1,000,000, $5,000,000 and $22,250,969 in years 2026, 2027, 2028 and 2029. In addition, the Company agreed not to incur any additional indebtedness other than the Company’s currently outstanding indebtedness.

 

The foregoing does not purport to be a complete description of the Amendment Agreement, and such description is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.

 

Item 8.01 Other Events.

 

On July 20, 2026, the Company issued a press release, titled “Marpai Inc. Announces Debt Restructuring Agreements with JGB Capital and AXA, Reducing Debt Service by $26.4 Million Through 2027 and Enhances Near term Liquidity”. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description
10.1   Amendment No. 2 to Purchase Agreement by and between Marpai, Inc. and AXA S.A., a French société anonyme.
99.1   Press release.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 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: July 20, 2026 By: /s/ Damien Lamendola
    Name:  Damien Lamendola
    Title: Chief Executive Officer

 

 2

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Marpai Inc. Announces Debt Restructuring Agreements with JGB Capital and AXA, Reducing Debt Service by $26.4 Million Through 2027 and Enhances Near term Liquidity

 

Debt restructuring aligns capital structure, with projected operational cash flows, and unlocks capital for growth

 

TAMPA, Fla. – July 20, 2026 – Marpai, Inc. (“Marpai” or the “Company”) (OTCQX: MRAI), a leader in innovative healthcare technology, Third-Party Administration (“TPA”), and Pharmacy Benefit Management (“PBM”) services, today announced that it has entered into debt restructuring agreements with JGB Capital, in May 2026, and AXA S.A., in July 2026, its principal lenders. The transactions are intended to reduce near-term debt service expenditures, align debt service obligations more closely with expected cash flows, and provide the Company with greater financial flexibility.

 

The restructuring addresses the Company’s debt service profile, alleviates immediate liquidity pressures and provides the necessary runway to support operations and execute the Company’s business plan. The JGB Second Amendment Agreement, among other things, extended the maturity date of the Debentures issued pursuant to the JGB Purchase Agreement by one year to April 15, 2028, revised the amortization schedule set forth in the Debentures and provided for certain restructuring and exit payments. The AXA Second Amendment Agreement primarily restructures the timing of Marpai’s outstanding debt obligations to AXA, including replacing the prior repayment schedule with new minimum annual payments and extending the maturity by an additional year to December 31, 2029.

 

“The debt restructuring is an important step in aligning our capital structure with the needs of the business. “We appreciate the constructive engagement of JGB Capital and AXA throughout this process. We believe the revised debt service profile will provide additional flexibility as we continue to focus on execution, liquidity management and investment in the business. By reducing our near-term debt service by over twenty-six million dollars, we have unlocked vital financial capacity. This preserved capital is expected to enable investments, accelerate the development of our technology platform, allow the expansion of our market share, and support long-term enterprise growth,” said Damien Lamendola, CEO of Marpai.

 

About Marpai, Inc. Marpai, Inc. (OTCQX: MRAI) is a technology platform company which operates subsidiaries that provide TPA, PBM and value-oriented health plan services to employers that directly pay for employee health benefits. Marpai works to deliver the healthiest member population for the health plan budget through its Marpai Saves initiative. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release. Investors are invited to visit https://ir.marpaihealth.com.

 

 

 

 

Forward-Looking Statement Disclaimer

 

This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance,” “may,” “can,” “could”, “will”, “potential”, “should,” “goal” and variations of these words or similar expressions. For example, we are using forward-looking statements when we discuss that the transactions are intended to reduce near-term debt service expenditures, align debt service obligations more closely with expected cash flows, and provide the Company with greater financial flexibility, that the restructuring addresses the Company’s debt service profile, alleviates immediate liquidity pressures and provides the necessary runway to support operations and execute the Company’s business plan and that the preserved capital is expected to enable investments, accelerate the development of the Company’s technology platform, allow the expansion of its market share, and support long-term enterprise growth. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai’s current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai’s current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

 

More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai’s filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

 

Investor Relations contact:

 

Steve Johnson

 

steve.johnson@marpaihealth.com

 

###

 

 

Source: View Original Filing on SEC EDGAR

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