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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) |
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 |
