CEO Damien Lamendola takes President role at Marpai (MRAI) after Scrip exit

Rhea-AI Filing Summary

Marpai, Inc. reported that President Dallas Scrip resigned from his position, effective January 30, 2026. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices.

As a result, the Board appointed current Chief Executive Officer Damien Lamendola, age 70, to also serve as President effective the same date, consolidating both roles under one executive. He has been CEO since November 2023 and has served on the Board since April 2021.

The filing notes Mr. Lamendola’s prior and ongoing leadership roles at various affiliated entities and references several securities purchase agreements between Marpai, entities controlled by him, and an immediate family member, with the material terms previously disclosed and incorporated by reference. Aside from those transactions and his existing compensation, the company states there are no additional related-party transactions reportable under Item 404(a) or arrangements leading to his appointment.

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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): January 23, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2026, Dallas Scrip resigned from his position as President of Marpai, Inc. (the “Company”), effective as of January 30, 2026. Mr. Scrip resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

On January 23, 2026, as a result of Mr. Scrip’s resignation, the Board of Directors (the “Board) appointed Damien Lamendola, age 70, current Chief Executive Officer of the Company and a member of the Board, to serve as President of the Company, effective as of January 30, 2026.

Mr. Lamendola has served as the Company’s Chief Executive Officer since November 2023. He joined the Company’s Board on April 1, 2021. Mr. Lamendola founded Continental Benefits, LLC in 2013 and was previously the Chief Executive Officer until 2019. Mr. Lamendola has served as President of HillCour Holding Corporation (f/k/a Welldyne Holding Corp.) since March 2002, and he continues to serve in this role. Mr. Lamendola also continues to serve HillCour Holding Corporation as a Board Member since 2017, WellDyneRx, LLC as a Board Member since 2017, and HillCour Investment Fund, LLC as Manager since 2017.

Mr. Lamendola and HillCour Investment Fund, LLC, an entity controlled by Mr. Lamendola, were party to several securities purchase agreements with the Company dated as of July 17, 2025, July 29, 2025, September 10, 2025, September 30, 2025, respectively. An immediate family member of Mr. Lamendola was a party to that certain securities purchase agreement with the Company dated as of November 7, 2025. The material terms of these Purchase Agreements were previously disclosed by the Company under Item 1.01 of its Current Reports on Form 8-K filed with the Securities and Exchange Commission on July 21, 2025, August 4, 2025, September 16, 2025, October 6, 2025 and November 12, 2025, and such disclosures are incorporated herein by reference. Aside from the transactions described in the aforementioned filings and Mr. Lamendola’s existing compensation arrangement with the Company, there are no other transactions involving Mr. Lamendola that are reportable under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Lamendola and any other persons pursuant to which Mr. Lamendola was appointed as President.

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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 January 23, 2026	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

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FAQ

Why did Marpai (MRAI) President Dallas Scrip resign?

The company reported that Dallas Scrip resigned as President effective January 30, 2026, and stated that his resignation was not the result of any disagreement with Marpai regarding its operations, policies, or practices.

Who is replacing Dallas Scrip as President of Marpai (MRAI)?

Damien Lamendola, Marpai’s current Chief Executive Officer and a Board member, has been appointed to also serve as President, effective January 30, 2026.

What is Damien Lamendola’s background at Marpai (MRAI)?

Damien Lamendola has served as Marpai’s Chief Executive Officer since November 2023 and has been a member of the Board of Directors since April 1, 2021.

Does Marpai (MRAI) disclose related-party transactions with Damien Lamendola?

The filing notes that Mr. Lamendola and HillCour Investment Fund, LLC, an entity he controls, as well as an immediate family member, were parties to several securities purchase agreements with Marpai, with material terms previously disclosed and incorporated by reference.

Are there any other related-party deals involving Marpai (MRAI) CEO Damien Lamendola?

Marpai states that, other than the previously disclosed securities purchase agreements and Mr. Lamendola’s existing compensation arrangement, there are no additional transactions involving him that are reportable under Item 404(a) of Regulation S-K.

Were there special arrangements behind Damien Lamendola’s appointment as President of Marpai (MRAI)?

The company states there are no arrangements or understandings between Mr. Lamendola and any other persons pursuant to which he was appointed as President.