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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 29, 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 29, 2026, Marpai,
Inc. (the “Company”) entered into securities purchase agreements (each, a “Securities Purchase Agreement”) with
accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 12,100 shares of newly designated
Series A Preferred Stock (the “Preferred Stock”) at a purchase price of $1,000 for each share of Preferred Stock. The aggregate
gross proceeds to the Company from the Offering are expected to be approximately $12,100,000. The initial closing of the Offering is expected
to occur on or about July 31, 2026 (the “Initial Closing”).
On July 31, 2026, the
Company filed the Certificate of Designation of Preferences Rights and Limitations of Series A Preferred Stock (the “Certificate
of Designation”) with the Secretary of State of the State of Delaware. Each share of Preferred Stock is convertible at the option
of the holder, subject to certain beneficial ownership limitation as set forth in the Certificate of Designation, into such number of
Common Stock, which shall be determined by dividing the stated value of $1,000 by the conversion price of $1.00, subject to certain adjustments
in the event of stock splits, stock dividends, and similar transactions. In addition, each share of Preferred Stock will automatically
convert into Common Stock upon a qualified public offering or a vote of sixty percent (60%) of the holders of Preferred Stock. The Preferred
Stock also provides that upon a liquidity event or a conversion to Common Stock, holders of the Preferred Stock will be entitled to receive
an eight percent (8%) dividend payable in Common Stock.
The Preferred Stock will
vote together with the Common Stock as a single class on all matters submitted to the vote of the stockholders of the Company on an as-converted
basis, except as otherwise required by law. Upon any liquidation, dissolution or winding-up of the Company, after the satisfaction in
full of the debts of the Company and payment of the liquidation preference to the Senior Securities (as defined in the Certificate of
Designation), holders of Preferred Stock shall be entitled to be paid, on a pari passu basis with the payment of any liquidation preference
afforded to holders of any Parity Securities (as defined in the Certificate of Designation) out of (but only to the extent) the assets
of the Company that are legally available for distribution to its stockholders, in the manner described in the Certificate of Designation.
In conjunction with the
execution of the Purchase Agreements, the Company and the Mitchell Family Trust II, who acted as the lead investor in the Offering, entered
into a board observer agreement (the “Board Observer Agreement”), pursuant to which Steve Mitchell will serve as an observer
to the board of directors of the Company. Pursuant to the Board Observer Agreement, Mr. Mitchell will be entitled to serve as a board
observer for a period of two (2) years, provided that the lead investor continues to own at least 3,000 shares of Preferred Stock.
Pursuant to the terms
of the Purchase Agreement, the Company agreed to file a registration statement within sixty (60) calendar days of the closing of the offering,
and use commercially reasonable efforts to cause such registration statement to become effective within ninety (90) days following closing
date. In addition, pursuant to the Purchase Agreement, the Company agreed to provide any purchaser who continues to own such number of
shares of Preferred Stock equal to ten percent (10%) of the Company’s issued and outstanding shares of Common Stock, such purchaser
shall be entitled to receive certain information rights. In addition, for a period of twenty-four (24) months, each purchaser who purchased
at least fifty (50) shares of Preferred Stock will be entitled to certain rights to participate in future equity offerings of the Company.
Subject to certain conditions, the Purchase Agreement also provides the purchasers of Preferred Stock with most-favored nation treatment,
giving them the right to amend their securities if the Company issues securities with more favorable terms while the investor’s
securities are outstanding, subject to certain exceptions and limitations. Such most-favored nation treatment expires upon the earlier
of the Company completing an underwritten public offering of common stock at a price per share equal to 100% of the initial Conversion
Price of the Preferred Stock for gross proceeds of at least $5 million, and the date or the occurrence of an event specified by the vote
or written consent of the holders then holding at least 60% of the then-outstanding shares of Preferred Stock.
The Purchase Agreements
contain representations and warranties that the parties made to the others in the context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the parties. The provisions of such agreements, including the representations
and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended
as documents for investors and the public to obtain factual information about the current state of affairs of the parties to that agreement.
Rather, investors and the public should look to other disclosures contained in the Company’s filings with the U.S. Securities and
Exchange Commission.
The securities to be
issued in the Offering are exempt from the registration requirements of 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 resold 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 forgoing description
of the Certificate of Designation, the Purchase Agreement and the Board Observer Agreement are qualified by reference to the full text
of these documents, copies of which are filed as Exhibit 3.1, Exhibit 10.1, and Exhibit 10.2 respectively, to this Current Report on Form
8-K.
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Certificate of Incorporation of the Company
authorizes the issuance of up to 2,000,000 shares of preferred stock and further authorizes the Board of the Company to fix and determine
the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions
of the preferred stock.
On July 31, 2026, the Company filed the Certificate
of Designation, designating 12,100 shares of Preferred Stock in connection with the Offering.
Item 8.01 Other Events.
On July 29, 2026, the Company issued a press release,
titled “Marpai. Announces $12 Million Private Placement led by Mitchell Companies.” 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 |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock of Marpai Inc. |
| 10.1 |
|
Form of Series A Securities Purchase Agreement |
| 10.2 |
|
Board Observer Agreement |
| 99.1 |
|
Press release, titled “Marpai. Announces $12 Million Private Placement led by Mitchell Companies.” |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 31, 2026 |
By: |
/s/ Damien Lamendola |
| |
|
Name: |
Damien Lamendola |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Marpai Announces
$12 Million Private Placement led by Mitchell Companies
Tampa, Florida —
July 29, 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 entered into securities purchase agreements with accredited investors in a private placement of newly designated convertible
preferred stock. The offering was led by Mitchell Companies.
The investment is intended
to accelerate Marpai’s growth trajectory, strengthen its technology-enabled healthcare services platform, advance the Company’s
mission of delivering smarter, more efficient healthcare administration solutions for employers, members, brokers, and healthcare partners,
and strengthen Marpai’s financial position.
Driving Innovation
in Healthcare Administration
Marpai is redefining
the TPA and PBM landscapes by empowering self-funded employers to maximize plan performance, drastically reduce healthcare spend, and
elevate health outcomes for members. By seamlessly blending deep industry expertise with advanced, data-driven technology, Marpai delivers
a uniquely transparent, proactive, and seamless benefits experience.
“The investment
is a massive catalyst for Marpai,” said Damien Lamendola, CEO of Marpai. “This $12 million investment ensures we are well
capitalized to execute our strategic vision, accelerate our technology roadmap, and scale our operations. Mitchell Companies shares our
absolute commitment to transforming healthcare administration, and their financial backing provides both the capital and strategic alignment
we need to execute the incredible market opportunities ahead and deliver unmatched value to our clients.”
Strong Leadership,
Shared Vision
The transaction underscores
Mitchell Companies’ commitment to partnering with high-growth businesses that feature exceptional leadership, highly scalable operational
platforms, and clear pathways to market leadership.
“We are thrilled
to back Marpai as they embark on this exciting next phase of growth,” said Steve Mitchell, Chairman of Mitchell Companies. “Our
team has immense confidence in Damien Lamendola and the entire Marpai leadership group. We believe that Damien possesses the exact combination
of visionary leadership, deep industry knowledge, and operational focus required to take the Company to new heights. We believe that Marpai
is uniquely positioned to build a highly differentiated, world-class healthcare services platform that creates lasting value for employers
and partners alike.”
Pursuant to the equity
offering, the Company issued shares of newly designated convertible preferred stock (the “Preferred Stock”). 12,100 shares
of Preferred Stock were sold at $1,000 per share, with an initial conversion price of $1.00.
The Preferred Stock provides
that upon a liquidity event or a conversion to common stock, holders will be entitled to receive an 8% dividend payable in shares of common
stock. Each share of Preferred Stock will automatically convert into shares of the Company’s common stock at the applicable conversion
price upon a qualified public offering or a vote of sixty percent (60%) of the holders of Preferred Stock.
The securities described
herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent
registration or an applicable exemption from the registration requirements.
This press release 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
other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
About Mitchell Companies
Mitchell Companies is
a family office and investment platform focused on building and supporting businesses across industrial services, technology-enabled services,
healthcare, energy, and related sectors. Mitchell Companies partners with leadership teams to provide capital, strategic support, operational
guidance, and long-term growth resources.
For more information
about Mitchell Companies, visit www.mitchellgrowthequity.com.
About Marpai, Inc.
Marpai, Inc. (OTCQX:
MRAI) is a healthcare technology company providing Third-Party Administration and Pharmacy Benefit Management services. The Company supports
self-funded employer health plans with solutions designed to improve plan performance, manage healthcare costs, and enhance member outcomes.
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 the expected closing of the
offering, the expected use of proceeds, that the funding ensures that the Company is well capitalized to execute its strategic vision,
accelerate its technology roadmap, and scale its operations, the belief that Mr. Lamendola possesses the combination of visionary leadership,
deep industry knowledge, and operational focus required to take the Company to new heights and the belief that that Marpai is uniquely
positioned to build a highly differentiated, world-class healthcare services platform that creates lasting value for employers and partners
alike. 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
