Marpai raises ~$4M private placement: 3.85M shares and warrants

Marpai, Inc. entered a Securities Purchase Agreement for a private placement of 3,850,000 shares of Class A common stock and warrants to purchase up to 7,700,000 shares, priced at $1.00 per share with an accompanying warrant.

Rhea-AI Filing Summary

Marpai, Inc. entered a Securities Purchase Agreement for a private placement of 3,850,000 shares of Class A common stock and warrants to purchase up to 7,700,000 shares, priced at $1.00 per share with an accompanying warrant.

The offering is expected to generate approximately $4 million in gross proceeds for working capital and general corporate purposes. Warrants are exercisable immediately at $1.00 per share and have a three‑year term, with customary anti‑dilution provisions. Participants include the Company’s COO and President, the Board’s chairman, and certain directors.

The securities are being issued under Section 4(a)(2) and/or Rule 506(b) of Regulation D, and may not be sold in the U.S. absent registration or an exemption. Purchasers have a six‑month right to include the common and warrant shares in any registration the Company files (other than Rule 145(a) transactions). Closing is expected on or about November 7, 2025, subject to customary conditions.

Insights

Capital markets analyst

Neutral capital raise: ~$4M cash now, warrants add optionality.

Marpai arranged a private placement of 3,850,000 shares at $1.00 with accompanying warrants for up to 7,700,000 shares. The company expects gross proceeds of about $4,000,000, earmarked for working capital and general corporate purposes. Warrants are immediately exercisable at $1.00 and expire in three years, adding a potential secondary cash source if exercised.

Insider participation (COO/President, Board chairman, directors) is disclosed. The transaction relies on Section 4(a)(2)/Rule 506(b), so initial resales require registration or an exemption. Purchasers received a six‑month piggyback right to include these shares in any registration the company files.

Impact depends on holder actions and market conditions; additional cash would arrive only upon warrant exercise. Closing is expected on or about November 7, 2025, subject to customary conditions.

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, or exhibit attachments filed with this report.

FAQ

What did MRAI announce in this 8-K?

Marpai agreed to sell 3,850,000 shares and issue warrants for up to 7,700,000 shares at $1.00 per share with an accompanying warrant in a private placement.

How much capital will Marpai (MRAI) receive and how will it be used?

Gross proceeds are expected to be approximately $4 million, to be used for working capital and general corporate purposes.

What are the warrant terms for MRAI?

Warrants are exercisable immediately at an exercise price of $1.00 per share and have a three‑year term with customary anti‑dilution provisions.

Who participated in Marpai’s private placement?

Participants include the Company’s COO and President, the chairman of the Board, and certain directors.

When is the private placement expected to close?

Closing is expected on or about November 7, 2025, subject to customary closing conditions.

Are the securities registered and can they be freely sold?

They are issued under Section 4(a)(2)/Rule 506(b) and may not be sold in the U.S. absent registration or an exemption. Purchasers have a six‑month piggyback registration right.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/12/2025 - 06:36 AM Learn about SEC filing dates

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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): November 7, 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 November 7, 2025, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors, including the Company’s Chief Operating Officer and President, the chairman of the Company’s board of directors (the “Board”) and certain directors of the Board, pursuant to which the Company agreed to issue and sell an aggregate of: (i) 3,850,000 shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “Common Warrants”) to purchase up to 7,700,000 shares of Common Stock in a private placement. The purchase price for each share of Common Stock and accompanying Common Warrant is $1.00.

The Common Warrants have an exercise price of $1.00 per share, can be exercised immediately following the closing of the private placement offering and will be exercisable for three years following the date of issuance. The Common Warrants contain customary anti-dilution provisions. The Company also agreed to grant the Purchasers the right for a period of six (6) months from the date of the Securities Purchase Agreement to include all of the Common Shares and Common Warrant Shares as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a)).

The gross proceeds to the Company from the offering are expected to be approximately $4 million. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The offering is expected to close on or about November 7, 2025, subject to the satisfaction of customary closing conditions.

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 and the Common Warrants are not intended to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and Form of Common Warrants, copies of which are attached hereto as Exhibits 4.1 and 10.1, respectively, 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.

(d) Exhibits

Exhibit Number		Description
4.1		Form of Common Warrant
10.1		Form of Securities Purchase Agreement
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: November 12, 2025	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

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